The procedure for appointing a person other than a retiring director under the Companies Act, 2013 is governed primarily by Section 160 along with related provisions and rules. A candidate must submit a written notice of candidature at least 14 days before the general meeting, accompanied by a Rs. 1 lakh deposit, unless exempt (such as for independent directors or those recommended by the Board or Nomination and Remuneration Committee). The company must inform members of such candidature through notices or advertisements at least 7 days prior to the meeting and include relevant disclosures in the general meeting notice and explanatory statement. Shareholders approve the appointment through a resolution at the meeting, and upon approval, Form DIR-12 must be filed within 30 days and registers updated. The deposit is refunded if the candidate is elected or secures at least 25% votes. Private companies enjoy relaxations from notice and deposit requirements, simplifying the process significantly.
PROCEDURE FOR APPOINTMENT OF A PERSON OTHER THAN A RETIRING DIRECTOR AS A DIRECTOR IN GENERAL MEETING UNDER COMPANIES ACT, 2013 – GOVERNING PROVISIONS OF THE COMPANIES ACT, 2013:
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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:
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| 4. | No deposit is required if the proposed director is:
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| 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:
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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. |
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| 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 |
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STEPS NOT APPLICABLE TO PRIVATE COMPANIES:
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**This document is for educational purposes only and does not constitute legal advice.
Author : Monisha Agrawal , at M/s Ronak Jhuthawat & Co, Practicing Company secretary Call: +91 98874 22212 | Email: compliancerjac@gmail.com
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