1. A person who is not a retiring director in terms of section 152 shall, subject to the provisions of this Act, be eligible for appointment to the office of a director at any general meeting, if he, or some member intending to propose him as a director, has, not less than fourteen days before the meeting, left at the registered office of the company, a notice in writing under his hand signifying his candidature as a director or, as the case may be, the intention of such member to propose him as a candidate for that office, along with the deposit of one lakh rupees or such higher amount as may be prescribed which shall be refunded to such person or, as the case may be, to the member, if the person proposed gets elected as a director or gets more than twenty-five per cent. of total valid votes cast either on show of hands or on poll on such resolution.
2. The company shall inform its members of the candidature of a person for the office of director under sub-section (1 ) in such manner as may be prescribed.
Legal Commentary & Landmark Judgments: Section 160
Section 160 of the Companies Act, 2013 safeguards shareholder democracy by providing a statutory right for persons other than retiring directors to stand for directorship at any general meeting, subject to advance notice and deposit requirements, with express exemptions for board-recommended candidates.
When advising an activist shareholder or non-promoter group seeking board representation, ensure the Section 160 notice and a demand draft for Rs 1,00,000 are delivered to the registered office with proof of delivery at least 14 clear days before the AGM. If the Board suppresses the nomination or refuses to circulate it under Section 160(2), immediately file an urgent application before the NCLT under Section 241/242 for an injunction against convening the election item until the candidate's nomination is placed before the shareholders.