FAQs on Appointment of Directors Under Companies Act 2013

Section 152 of the Companies Act, 2013 governs the appointment of directors, requiring appointment in a general meeting unless otherwise provided. First directors are named in the Articles or, failing that, deemed from subscribers to the Memorandum, and they hold office until regular appointment. A Director Identification Number (DIN), declaration of non-disqualification, and consent in Form DIR-2 are mandatory prerequisites for appointment. Section 161 provides exceptions allowing the Board to appoint additional, alternate, nominee directors or fill casual vacancies. In public companies, at least two-thirds of directors (excluding independent directors) must be liable to retire by rotation, with one-third retiring at each AGM based on seniority. Independent directors and certain other categories are exempt from rotation. If vacancies are not filled, provisions for adjournment and deemed re-appointment apply. The Articles of Association may override default rules, and specific exemptions exist for government and certain IFSC companies.

Question: Which provisions of the Companies Act govern the appointment of directors in a company (whether private, public, or otherwise)?

Answer: Section 152 of the Companies Act, 2013 provides detailed provisions regarding the appointment of directors in a company. It lays down the manner of appointment, including appointment in general meeting, and also deals with the tenure of directorship.

Appointment of first directors

Question: Which provisions of the Companies Act provide for the appointment of the first directors of a company?

Answer: Section 152(1) of the Companies Act, 2013 deals with the appointment of the first directors of a company. As a normal practice, the first directors are named in the Articles of Association. If no specific provision is made in the Articles, the individuals who have signed the subscription clause in the Memorandum (in the case of a company other than a One Person Company) shall be deemed to be the first directors of the company. The first directors named in the Articles assume office from the date of incorporation.

Question: For how long do the first directors of a company hold office under the Companies Act, 2013?

Answer: The first directors of a company shall hold office until such time directors are duly appointed by the members in accordance with the provisions of Section 152 of the Companies Act, 2013. Unless the Board takes action to substitute the first directors, they continue to remain in office until the first Annual General Meeting, at which their appointment may be regularized.

Question: Who is the first director in the case of a One Person Company under the Companies Act, 2013?

Answer: In the case of a One Person Company, as per Section 152(1) of the Companies Act, 2013, an individual (being the sole member) is required to indicate the name of the first director in the Articles of Association. Such person shall act as the first director of the company from the date of incorporation until directors are duly appointed in accordance with the provisions of Section 152.

General rule regarding the appointment of directors

Question: What is the general rule regarding the appointment of directors under the Companies Act, 2013?

Answer: Section 152(2) of the Companies Act, 2013 provides that, save as otherwise expressly provided in the Act, every director shall be appointed by the company in a general meeting. Therefore, the general rule is that the appointment of a director must be made in a general meeting, except in specific circumstances where the Act provides otherwise.

However, if this rule were applied universally without exceptions, the functioning of the Board of Directors would become rigid and inflexible. Accordingly, the Act permits certain exceptions where the Board is authorized to appoint directors, such as in cases of casual vacancies arising due to resignation, death, or incapacity of a director, or where there is a need to strengthen or expand the Board in urgent situations.

Question: What exceptions are provided under the Companies Act, 2013 to the general rule of appointment of directors in a general meeting?

Answer: While Section 152(2) lays down the general rule that directors are to be appointed by shareholders in a general meeting, Section 161 of the Companies Act, 2013 provides certain carve-outs. Under this section, the Board of Directors is empowered, subject to enabling provisions in the Articles of Association, to:

• Appoint additional directors;
• Appoint alternate directors;
• Fill casual vacancies arising in the Board; and
• Appoint nominee directors.

Such appointments are subject to regularization in the manner provided under Section 160 of the Companies Act, 2013, wherever applicable.

Requirement for appointment of director

Question: Can a person be appointed as a director without obtaining a Director Identification Number under the Companies Act, 2013?

Answer: No. As per Section 152(3) of the Companies Act, 2013, no person shall be appointed as a director of a company unless he has been allotted a Director Identification Number under Section 154 or any number as may be prescribed under section 153.  Therefore, obtaining a DIN is a mandatory pre-condition for appointment as a director.

Question: What requirement is laid down under Section 152(4) of the Companies Act, 2013 for a person proposed to be appointed as a director?

Answer: Section 152(4) of the Companies Act, 2013 provides that every person proposed to be appointed as a director shall furnish his Director Identification Number to the company and submit a declaration that he is not disqualified to become a director under the Act. Such declaration is required to be given in Form DIR-2.

This provision casts an obligation on the proposed candidate to disclose and confirm that no disqualification exists in respect of his appointment. The submission of DIN along with the declaration in the prescribed form is a prerequisite for appointment as a director, whether such appointment is made by the members or by the Board.

Question: Can a person act as a director without giving consent under the Companies Act, 2013?

Answer: No. As per Section 152(5) of the Companies Act, 2013, a person appointed as a director shall not act as such unless he has given his consent to hold the office of director. Such consent is required to be filed with the Registrar of Companies in the prescribed manner.

Question: What is the requirement regarding consent to act as a director under Section 152(5) of the Companies Act, 2013?

Answer: Section 152(5) of the Companies Act, 2013 provides that a person appointed as a director shall not act in that capacity unless he has given his consent to hold the office of director. This provision is to be read conjointly with Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Accordingly, the person proposed to be appointed as a director must furnish his consent in Form DIR-2 to the company prior to his appointment. Once such consent is received, the company is required to file the same along with the intimation of appointment in Form DIR-12 with the Registrar of Companies within 30 days.

Question: Is consent to act as a director required in the case of private companies under the Companies Act, 2013?

Answer: Yes. Under the Companies Act, 2013, consent to act as a director is required in all companies, including private companies. As per Section 152(5), a person cannot act as a director unless he has given his consent to hold such office, and such consent must be filed with the Registrar of Companies.

Under the earlier Companies Act, 1956, Section 264(3) (often referred to in practice in this context) provided an exemption whereby consent was not required in the case of a private company which was not a subsidiary of a public company. However, the Companies Act, 2013 does not contain any such parallel exemption.

Therefore, even in the case of private companies, directors are mandatorily required to give and file their consent to act as directors.

Question: Is consent to act as a director required to be filed at every appointment or only once under the Companies Act, 2013?

Answer: Consent in Form DIR-2 is required at the time of first appointment. In case of re-appointment of a retiring director at an AGM, fresh consent is generally not required, as there is no change in office.

Question: What additional requirement applies in case of appointment of an Independent Director in a general meeting under the Companies Act, 2013?

Answer: Section 152(5) of the Companies Act, 2013 applies equally to the appointment of an Independent Director. Accordingly, a person proposed to be appointed as an Independent Director shall not act in that capacity unless he has given his consent to hold the office of director.

As per proviso to section 152(5), in the case of appointment of an Independent Director in a general meeting, the explanatory statement annexed to the notice of the general meeting must include a statement that, in the opinion of the Board, the proposed director fulfils the conditions specified in the Companies Act, 2013 for such appointment. This requirement ensures that the shareholders are informed that the Board has duly assessed and is satisfied with the eligibility and independence of the proposed candidate.

Question: What are the exceptions and modifications to the requirement of Section 152(5) of the Companies Act, 2013?

Answer: While Section 152(5) mandates that a director shall not act unless consent is given and filed, certain exceptions and modifications have been provided through notifications:

• Government Companies: The requirement of Section 152(5) does not apply where directors are appointed by the Central Government or State Government, as the case may be (Notification No. GSR 463(E) dated 05.06.2015).
• Section 8 Companies: The proviso to Section 152(5), which requires an explanatory statement confirming that the Board is of the opinion that an Independent Director fulfils the prescribed conditions, is not applicable to Section 8 companies (Notification No. GSR 466(E) dated 05.06.2015).
• Certain Unlisted Public Companies in IFSC: In the case of an unlisted public company licensed by RBI, SEBI, or IRDA and operating from an International Financial Services Centre (IFSC) located in an approved multi-services SEZ, the time limit for filing consent and appointment is extended from 30 days to 60 days (Notification No. GSR 8(E) dated 04.01.2017).

Retirement of directors by rotation

Question: Whether Section 152(6) of the Companies Act, 2013 relating to retirement of directors by rotation is applicable to private companies?

Answer: No. Section 152(6) of the Companies Act, 2013 is specifically applicable to public companies. It does not apply to private companies unless the Articles of Association of a private company expressly provide for retirement of directors by rotation. Therefore, in the case of private companies, the provisions relating to retirement by rotation are optional and governed by their Articles of Association.

However, it is important to note that the term “public company” includes a private company which is a subsidiary of a public company. Accordingly, such a private company (being a subsidiary of a public company) is also required to comply with the provisions relating to retirement of directors by rotation under Section 152(6).

Question: What is the applicability of Section 152(6) of the Companies Act, 2013 in cases where all directors retire at the AGM?

Answer: Section 152(6) of the Companies Act, 2013 provides for retirement of directors by rotation in the case of a public company. It applies to a public company where the Articles of Association do not provide for retirement of all the directors at every Annual General Meeting In cases where the Articles of Association of a public company expressly provide that all directors shall retire at every AGM, the provisions of Section 152(6) relating to rotational retirement would not apply in the usual manner.

Further, in the case of private companies, the Articles of Association may provide that all directors are liable to retire by rotation, as the flexibility is greater.

It is also important to note that independent directors, including those appointed to represent small shareholders, are not liable to retire by rotation. As per Section 149(13) of the Companies Act, 2013, the provisions of Sections 152(6) and 152(7) do not apply to independent directors, since they are appointed for a fixed tenure.

Question: Which categories of directors are not liable to retire by rotation under the Companies Act, 2013?

Answer: The following categories of directors are generally not liable to retire by rotation:

1. Independent Directors (as per Section 149(13));

2. Directors appointed to represent small shareholders;

3. Nominee Directors (subject to interpretation);

4. Managing Directors and Whole-time Directors;

5. Additional Directors appointed by the Board and directors appointed to fill casual vacancies (until they are regularized).

These directors are typically appointed for specific roles or fixed tenures, and hence are excluded from the system of rotational retirement.

Question: Whether an Additional Director appointed by the Board is liable to retire by rotation under the Companies Act, 2013?

Answer: No. An Additional Director appointed by the Board under Section 161(1) of the Companies Act, 2013 is not considered a director liable to retire by rotation.

Such appointment can be made only if there are enabling provisions in the Articles of Association, and the person appointed must not have failed to get appointed as a director in a general meeting.

An Additional Director holds office only up to the date of the next Annual General Meeting (AGM) or the last date on which the AGM should have been held, whichever is earlier. Due to this limited tenure, he is not treated as a rotational director.

However, once his appointment is regularized at the AGM, he becomes a regular director and may thereafter be liable to retire by rotation, depending on the nature of his appointment and the provisions applicable to the company.

Question: Are Independent Directors liable to retire by rotation under the Companies Act, 2013?

Answer: No. Independent Directors are not liable to retire by rotation under Section 152(6) of the Companies Act, 2013. This is because Independent Directors are appointed for a fixed tenure under the Act and hold a non-executive position in the company. Due to their defined term, they fall outside the system of rotational retirement.

Further, the Explanation to Section 152(6) provides that the “total number of directors” shall exclude Independent Directors, meaning they are not considered while calculating the number of directors liable to retire by rotation. Moreover, Section 149(13) expressly states that the provisions of Section 152(6) and Section 152(7) relating to retirement of directors by rotation shall not apply to Independent Directors.

Thus, Independent Directors neither retire by rotation nor are they subject to deemed re-appointment provisions.

Question: Whether a Nominee Director can be considered for retirement by rotation under the Companies Act, 2013?

Answer: A Nominee Director is not expressly excluded from retirement by rotation under Section 152(6) of the Companies Act, 2013. Therefore, in principle, a nominee director may be considered liable to retire by rotation. A Nominee Director is defined under Section 149(7) (Explanation) as a director nominated by:

• a financial institution under any law;
• an agreement; or
• the Central Government or any other person to represent its interests.

Further, Section 161(3) permits the Board to appoint such nominee directors, subject to enabling provisions in the Articles of Association.

However, it is important to note that where a person is nominated as a director by a public financial institution under the statute governing such institution, the relevant law or agreement often expressly provides that:

• the nominee director shall not be liable to retire by rotation; and
• he shall hold office at the will and pleasure of the nominating institution.

In such cases, the tenure of the nominee director is governed by the terms of nomination, and the appointing institution has the right to withdraw or substitute the nominee at its discretion.

Question: How many directors of a public company are liable to retire by rotation at an Annual General Meeting?

Answer: Sub-clause (a) of this section provides that at least two-thirds of the total number of directors of a public company shall be directors whose period of office is liable to determination by retirement by rotation. Such directors shall, save as otherwise expressly provided in the Act, be appointed by the company in general meeting.

Question: What is meant by “total number of directors” for the purposes of Section 152(6) of the Companies Act, 2013?

Answer: As per the Explanation to Section 152(6), the “total number of directors” shall exclude independent directors, whether appointed under the Companies Act, 2013 or under any other law for the time being in force. This means that while calculating the number of directors liable to retire by rotation (i.e., the two-thirds requirement), independent directors are not to be counted.

Question: Is it mandatory for a public company to have at least two-thirds of its directors liable to retire by rotation?

Answer: Yes. As per Section 152(6) of the Companies Act, 2013, it is mandatory for a public company to have at least two-thirds of the total number of directors (excluding independent directors) as directors whose period of office is liable to determination by retirement by rotation.

However, this requirement applies only where the Articles of Association do not provide for retirement of all directors at every Annual General Meeting.

Example 1: A public company has the following Board as on 31st March:

Director	Category	Year of Appointment	Liable to Retire by Rotation?
A	Managing Director (MD)	2021	No
B	Whole-time Director (WTD)	2022	No
C	Independent Director	2020	No (Sec 149(13))
D	Independent Director	2021	No
E	Nominee Director	2022	Depends (assume No as per terms)
F	Regular Director	2020	Yes
G	Regular Director	2020	Yes
H	Regular Director	2021	Yes
I	Regular Director	2022	Yes
J	Additional Director (appointed by Board u/s 161)	2023	No (till AGM)

Step 1: Determine Total Directors for Rotation

• Total directors = 10
• Exclude:
  • Independent Directors (C, D)
• Typically exclude (based on nature/terms):
  • MD (A), WTD (B), Nominee (E), Additional Director (J)

Directors liable to rotation = F, G, H, I → Total = 4

Step 2: Check 2/3rd Requirement

• Total directors (excluding IDs) = 8
• 2/3rd of 8 = 5.33 → at least 5 should be rotational

But only 4 are rotational → Non-compliance

Conclusion: Company must restructure Board or Articles to ensure minimum 2/3rd rotational directors.

Question: What is the meaning of the phrase “save as otherwise expressly provided in the Act” as used in sub-clause (a) of Section 152(6) of the Companies Act, 2013?

Answer: The phrase “save as otherwise expressly provided in the Act” in sub-clause (a) of Section 152(6) means that although, as a general rule, rotational directors are to be appointed by the company in a general meeting, this rule will not apply where the Companies Act, 2013 specifically provides a different method of appointment.

For example, the Act expressly allows the Board of Directors to appoint certain directors under Section 161, such as:

• Additional directors;
• Directors to fill casual vacancies; and
• Alternate directors.

In such cases, even if those directors fall within the category of rotational directors, their initial appointment can be made by the Board instead of in a general meeting. Thus, the general rule under Section 152(6) operates subject to such specific exceptions provided elsewhere in the Act.

Question: How are the remaining directors (other than rotational directors) appointed in a public company under Section 152(6) of the Companies Act, 2013?

Answer: As per sub- clause (b) of Section 152(6) of the Companies Act, 2013, the remaining directors of such a public company (i.e., those not liable to retire by rotation) shall, in default of and subject to any provisions in the Articles of Association, also be appointed by the company in general meeting. This ensures that, unless otherwise provided in the Articles, the power of appointment of all directors ultimately vests with the shareholders.

Question: What does the phrase “in default of and subject to any provisions in the Articles of Association” mean?

Answer: The phrase “in default of and subject to any provisions in the Articles of Association” means that the rule prescribed in the Act will apply only if the Articles of Association are silent on the matter (“in default of”), and even where the Act provides a rule, it must be followed in accordance with and subordinate to any specific provisions contained in the Articles (“subject to”). In other words:

• If the Articles contain a provision regarding the appointment of such directors, that provision will prevail;
• If the Articles are silent, then the default rule under the Act (i.e., appointment in general meeting) will apply.

Thus, the Articles of Association have primary importance, and the statutory provision acts as a fallback rule.

Question: How many rotational directors shall retire under clause (c) of Section 152(6) of the Companies Act, 2013?

Answer: Clause (c) of Section 152(6) provides that at the first Annual General Meeting of a public company held after the general meeting in which the first directors are appointed, and at every subsequent AGM, one-third of the directors who are liable to retire by rotation shall retire from office.

If the number of such directors is neither three nor a multiple of three, then the number nearest to one-third shall retire. This ensures a systematic and proportionate rotation of directors at each AGM.

Example 2:

• Suppose a public company has 9 directors liable to retire by rotation → One-third = 3 directors will retire at the AGM.
• If there are 8 such directors → One-third = 2.67 → nearest to one-third = 3 directors will retire.
• If there are 7 such directors → One-third = 2.33 → nearest to one-third = 2 directors will retire.

Thus, the number of retiring directors is adjusted to the nearest whole number to ensure proper rotation.

Question: How are directors selected for retirement by rotation at an Annual General Meeting under Section 152(6)(d) of the Companies Act, 2013?

Answer: As per sub-clause (d) of Section 152(6), the directors who are to retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment. However, where two or more directors were appointed on the same day, the directors to retire shall, in default of and subject to any agreement among themselves, be determined by lot.

Example 3: Suppose a public company has 6 rotational directors: A, B, C, D, E, and F.

• A, B, and C were appointed in 2020
• D and E were appointed in 2021
• F was appointed in 2022

At the AGM, one-third (i.e., 2 directors) must retire. The directors who have been longest in office are A, B, and C (appointed in 2020).

• Out of A, B, and C, any 2 will retire.
• If they mutually decide, any 2 among them can retire.
• If there is no agreement, then the 2 directors will be selected by drawing lots.

Thus, the principle ensures that those who have served the longest are considered first for retirement.

Question: What does clause (e) of Section 152(6) of the Companies Act, 2013 provide regarding filling of vacancy at the Annual General Meeting?

Answer: Sub-clause (e) of Section 152(6) provides that at the Annual General Meeting at which a director retires by rotation, the company may fill up the vacancy by appointing either the retiring director or some other person in his place.

This means the retiring director is eligible for re-appointment, and the shareholders have the discretion either to reappoint him or to appoint a new director.

Question: Is any filing required with the Registrar of Companies in case of re-appointment of a retiring director?

Answer: No. In case of re-appointment of a retiring director at an Annual General Meeting, there is generally no requirement to file any return with the Registrar of Companies. This is because there is no change in the status of the director upon such re-appointment, and he continues in the same capacity without any interruption.

Deemed re-appointment provisions

Question: What happens if the vacancy of a retiring director is not filled at the Annual General Meeting under Section 152(7)(a) of the Companies Act, 2013?

Answer: As per Section 152(7)(a) of the Companies Act, 2013, if the vacancy of a retiring director is not filled at the Annual General Meeting and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned.

The adjourned meeting will be held:

• On the same day in the next week,
• At the same time and place, or
• If that day is a national holiday, then on the next succeeding day which is not a holiday, at the same time and place.

This provision ensures that the company gets another opportunity to fill the vacancy before any further consequences arise (such as deemed re-appointment under subsequent clauses).

Question: What happens if the vacancy of a retiring director is not filled even at the adjourned meeting under Section 152(7)(b) of the Companies Act, 2013?

Answer: As per Section 152(7)(b) of the Companies Act, 2013, if at the adjourned meeting also the vacancy of the retiring director is not filled and the meeting has not expressly resolved not to fill the vacancy, the retiring director shall be deemed to have been re-appointed at the adjourned meeting.

However, such deemed re-appointment will not apply in the following cases:

1. A resolution for his re-appointment was put to vote at the meeting (original or adjourned) and was rejected;

2. The retiring director has expressed unwillingness in writing to be re-appointed;

3. The director is not qualified or is disqualified under the Act;

4. His appointment/re-appointment requires a special or specific resolution under the Act;

5. Section 162 (appointment of directors to be voted individually) is applicable.

Explanation: For the purposes of this section (i.e. 152(7) and Section 160, the term “retiring director” refers to a director retiring by rotation.

Question: In which cases are the provisions of Section 152(6) and Section 152(7) of the Companies Act, 2013 not applicable to Government Companies?

Answer: As per Notification No. GSR 463(E) dated 05.06.2015, as modified by Notification No. GSR 582(E) dated 13.06.2017, the provisions of Section 152(6) (retirement by rotation) and Section 152(7) (deemed re-appointment) shall not apply to the following Government Companies:

1. Unlisted Government Company:

A Government Company which is not a listed company and in which not less than 50% of the paid-up share capital is held by:

• • the Central Government; or
  • any State Government or Governments; or
  • jointly by the Central Government and one or more State Governments.

2. Subsidiary of such Government Company:

A subsidiary of a Government Company falling under the above category.

Implication: In such companies, the provisions relating to retirement of directors by rotation and deemed re-appointment do not apply. The appointment and tenure of directors are generally governed by government decisions/nomination rather than shareholder rotation mechanisms.

Question: Whether the provisions of Section 152(6) and Section 152(7) of the Companies Act, 2013 apply to certain unlisted public companies operating from IFSC under the SEZ Act?

Answer: No. As per Notification No. GSR 8(E) dated 04.01.2017, the provisions of Section 152(6) and Section 152(7) of the Companies Act, 2013 shall not apply to an unlisted public company which is licensed to operate by the RBI, SEBI, or IRDA from an International Financial Services Centre (IFSC) located in an approved multi-services Special Economic Zone (SEZ) set up under the SEZ Act.

Implication: Such companies are exempt from:

• Retirement of directors by rotation; and
• Deemed re-appointment provisions.

Their Board structure and appointment of directors are governed by sectoral regulations and specific approvals applicable to IFSC entities rather than the general provisions of Section 152.

Example 4: Basic Board Structure & Rotation

Facts: A public company has 9 directors on its Board.  Out of these, 6 directors are liable to retire by rotation and 3 directors are Independent Directors (not liable to retire by rotation).

Step 1: Identify “total number” for rotation

• Independent directors are excluded
• So, rotational directors = 6

Step 2: Check compliance with Section 152(6)

• At least 2/3rd should be rotational
• 2/3rd of total directors (excluding IDs) = satisfied

Step 3: Retirement at AGM

• 1/3rd of 6 = 2 directors will retire at AGM

Step 4: Re-appointment

• Company may:
  • Reappoint both retiring directors, OR
  • Replace one/both with new persons

Example 5: Complete Practical Example (Full Coverage Case)

Facts: A public company has the following Board as on 31st March:

Director	Category	Year of Appointment	Liable to Retire by Rotation?
A	Managing Director (MD)	2021	No
B	Whole-time Director (WTD)	2022	No
C	Independent Director	2020	No (Sec 149(13))
D	Independent Director	2021	No
E	Nominee Director	2022	Depends (assume No as per terms)
F	Regular Director	2020	Yes
G	Regular Director	2020	Yes
H	Regular Director	2021	Yes
I	Regular Director	2022	Yes
J	Additional Director (appointed by Board u/s 161)	2023	No (till AGM)

Step 1: Determine Total Directors for Rotation

• Total directors = 10
• Exclude:
  • Independent Directors (C, D)
• Typically exclude (based on nature/terms):
  • MD (A), WTD (B), Nominee (E), Additional Director (J)

Directors liable to rotation = F, G, H, I → Total = 4

Step 2: Check 2/3rd Requirement

• Total directors (excluding IDs) = 8
• 2/3rd of 8 = 5.33 → at least 5 should be rotational

But only 4 are rotational → Non-compliance

Conclusion: Company must restructure Board or Articles to ensure minimum 2/3rd rotational directors.

Let’s assume:

• Nominee Director (E) is also rotational

Now rotational directors = F, G, H, I, E → 5 directors √ compliant

Step 3: Calculate Retirement at AGM

• Rotational directors = 5
• 1/3rd = 1.67 → nearest = 2 directors retire

Step 4: Identify Retiring Directors (Longest in Office)

Director	Year
F	2020
G	2020
H	2021
E	2022
I	2022

F and G (2020) → longest in office → retire

Step 5: Special Case – Same Appointment Year

• F and G appointed in same year

If:

• They agree → decide who retires
• No agreement → retirement decided by lot

Step 6: Position of Additional Director (J)

• J is Additional Director u/s 161
• He does NOT retire by rotation
• He holds office only up to AGM

At AGM:

• Must be regularized (appointed as director) OR
• He vacates office automatically

Step 7: AGM Decisions (Filling Vacancies)

At AGM: Case:

• F → reappointed
• G → replaced by K (new director)
• J → regularized (appointed as director)

Step 8: Final Board After AGM

Director	Status
A (MD)	Continues
B (WTD)	Continues
C, D (IDs)	Continue
E	Continues
F	Reappointed
G	Removed
H, I	Continue
K	New Director
J	Regularized

Remark: I have endeavoured to cover all major FAQs in this article. However, there may still be certain aspects or questions that remain unaddressed. Readers are encouraged to share the same so that they can be appropriately included. One important issue has been deliberately left open for further discussion, namely: “Whether a director liable to retire by rotation ceases to hold office if the Annual General Meeting is not held?” A detailed answer to this question, supported by judicial precedents, may be examined separately for greater clarity and completeness. Readers are welcome to share their views or suggestions in this regard so that the discussion may be further enriched.

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Disclaimer: Nothing contained in this document is to be construed as a legal opinion or view of either of the author whatsoever and the content is to be used strictly for informational and educational purposes. While due care has been taken in preparing this article, certain mistakes and omissions may creep in. the author does not accept any liability for any loss or damage of any kind arising out of any inaccurate or incomplete information in this document nor for any actions taken in reliance thereon.