Section 152 — Appointment of directors

(1) Where no provision is made in the articles of a company for the
appointment of the first director, the subscribers to the memorandum who are individuals shall be deemed
to be the first directors of the company until the directors are duly appointed and in case of a One Person
Company an individual being member shall be deemed to be its first director until the director or directors
are duly appointed by the member in accordance with the provisions of this section.
(2) Save as otherwise expressly provided in this Act, every director shall be appointed by the company
in general meeting.
(3) No person shall be appointed as a director of a company unless he has been allotted the Director
Identification Number under section 154 1[or any other number as may be prescribed under section 153].
(4) Every person proposed to be appointed as a director by the company in general meeting or
otherwise, shall furnish his Director Identification Number 1[or such other number as ma y be prescribed
under section 153] and a declaration that he is not disqualified to become a director under this Act.
(5) A person appointed as a director shall not act as a director unless he gives his consent to hold the
office as director and such consent has been filed with the Registrar within thirty days of his appointment
in such manner as may be prescribed:
Provided that in the case of appointment of an independent director in the general meeting, an
explanatory statement for such appointment, annexed to the notice for the general meeting, shall include a
statement that in the opinion of the Board, he fulfils the conditions specified in this Act for such an
appointment.
(6) (a) Unless the articles provide for the retirement of all directors at every annual general meeting,
not less than two-thirds of the total number of directors of a public company shall—
(i) be persons whose period of office is liable to determination by retirement of directors by rotation;
and
(ii) save as otherwise expressly provi ded in this Act, be appointed by the company in general
meeting.
(b) The remaining directors in the case of any such company shall, in default of, and subject to any
regulations in the articles of the company, also be appointed by the company in general meeting.
(c) At the first annual general meeting of a public company held next after the date of the general meeting
at which the first directors are appointed in accordance with clauses ( a) and (b) and at every subsequent
annual general meeting, one-third of such of the directors for the time being as are liable to retire by rotation,
or if their number is neither three nor a multiple of three, then, the number nearest to one-third, shall retire
from office.
(d) The directors to retire by rotation at every a nnual general meeting shall be those who have been
longest in office since their last appointment, but as between persons who became directors on the same
day, those who are to retire shall, in default of and subject to any agreement among themselves, be
determined by lot.
(e) At the annual general meeting at which a director retires as aforesaid, the company may fill up the
vacancy by appointing the retiring director or some other person thereto.
Explanation.—For the purposes of this sub -section, “total nu mber of directors ” shall not include
independent directors, whether appointed under this Act or any other law for the time being in force, on the
Board of a company.
(7) ( a) If the vacancy of the retiring director is not so filled -up and the meeting has no t expressly
resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the

1. Ins. by Act 1 of 2018, s. 47 (w.e.f. 9-2-2018).

same time and place, or if that day is a national holiday, till the next succeeding day which is not a holiday,
at the same time and place.
(b) If at the adjourned meeting also, the vacancy of the retiring director is not filled up and that meeting
also has not expressly resolved not to fill the vacancy, the retiring director shall be deemed to have been re-
appointed at the adjourned meeting, unless—
(i) at that meeting or at the previous meeting a resolution for the re -appointment of such director
has been put to the meeting and lost;
(ii) the retiring director has, by a notice in writing addressed to the company or its Board of
directors, expressed his unwillingness to be so re-appointed;
(iii) he is not qualified or is disqualified for appointment;
(iv) a resolution, whether special or ordinary, is required for his appointment or re-appointment by
virtue of any provisions of this Act; or
(v) section 162 is applicable to the case.