Procedure for appointment of a person other than a retiring director as a director in general meeting under Companies Act, 2013.
1. Governing Provisions of The Companies Act, 2013:
- Section 160 of the Companies Act, 2013
- Section 164 – Disqualifications for Appointment of Director
- Section 170 – Register of Directors and key Managerial Personnel and their Shareholding
- SS-1 & SS-2 – Secretarial Standards by ICSI
- Rule 13 of the Companies (Appointment and Qualification of Directors) Rules, 2014 Companies (Meetings of Board and its Powers) Rules, 2014
2.Procedure:
| Sr. No | Steps | Timeline / Date |
| 1. | A person, who is not a retiring director in terms of Section 152 of the Companies Act, 2013 (“the Act”) shall be eligible to be appointed as Director at any General Meeting, subject to fulfillment of the certain conditions. | – |
| 2. | A written notice proposing the candidature, signed by the person or a member intending to propose such person, must be submitted to the company’s registered office. | At least 14 days before the general meeting. |
| 3. | The notice must be accompanied by a deposit of ₹ 1,00,000 or such higher amount as may be prescribed.
The deposit shall be refunded if the proposed person:
|
– |
| 4. | No deposit is required if the proposed director is:
|
– |
| 5. | The company must inform its members about such candidature in the prescribed manner under applicable rules by placing notice of such candidature or intention on the website of the company, if any. | – |
| 6. | The company shall, inform its members about the candidature of a person for the office of director or the intention of a member to propose such candidature by:
1. Sending individual notices — electronically to members who have registered their email addresses and in writing to other members; and 2. Placing the notice on the company’s website, if any. Provided that, individual notices are not required if the company publishes an advertisement at least seven days before the meeting in:
|
at least 7 days before the date of general meeting, |
| 7. | The notice of General Meeting should include resolution for appointment of such person.
The Explanatory Statement and Notes should include the fact of receipt of candidature, deposit in compliance with Section 160 of the Act. A brief profile of director to be provided as per Secretarial Standards. |
– |
| 8. | In the General meeting, Shareholders need to vote on such resolution–
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– |
| 9. | Register of Directors and KMPs to be updated | – |
3. Steps Not Applicable to Private Companies:
- Private companies can appoint directors through a general meeting without adhering to the 14-day prior notice and ₹1 lakh deposit requirement.
- Even if a company voluntarily follows this, deposit requirements do not apply if the director is recommended by the Nomination and Remuneration Committee or the Board.
**This document is for educational purposes only and does not constitute legal advice.
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Author: Ms. Monisha Agrawal , Manager at M/s Ronak Jhuthawat & Co, Practicing Company secretary Call: +91 98874 22212 | Email: compliancerjac@gmail.com
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