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.
4. Every person proposed to be appointed as a director by the company in general meeting or otherwise, shall furnish his Director Identification Number 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.
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 provided 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 annual 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 number 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.
a. If the vacancy of the retiring director is not so filled-up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the 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.
Explanation.- —For the purposes of this section and section 160, the expression "retiring director" means a director retiring by rotation.
Legal Commentary & Landmark Judgments: Section 152
Section 152 governs the appointment of directors, the mandatory allotment of Director Identification Numbers (DIN), written consent requirements (Form DIR-2), and the retirement of directors by rotation.
In a public company, unless articles provide for retirement of all directors, not less than two-thirds of the total number of directors shall be persons whose period of office is liable to determination by retirement by rotation, and one-third of such rotational directors shall retire at each AGM.
Section 152 establishes the formal procedural legitimacy of every corporate board. Appointing an individual who lacks a valid DIN or failing to file Form DIR-12 with the ROC within thirty days renders the appointment procedurally invalid and invites regulatory penalties. In public companies, calculating the two-thirds rotational pool (which excludes independent directors under Section 149(13)) is a critical compliance check for annual general meetings.