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Resolution of appointment of directors

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Hariom Viradiya

182 Points Posted on 19 May 2020

Which resolution (ordinary / special) is needed for appointment of directors ?

Please give answer with reference to Section/Rules

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Quick Summary

The appointment of directors typically requires an ordinary resolution as per Section 152 of the Companies Act, 2013. However, certain directors, such as those appointed under Section 161, can be appointed by a board resolution alone. Re-appointment of independent directors for a second term may necessitate a special resolution or a 3/4 majority vote from members.

Harish choursiya

Student cs professional

249 Points Posted on 19 May 2020

Pursuance of section 152 of the companies Act,2013 which states about appointment of directors.

As such generally ordinary resolution is required for appointment, however certain other categories of director those can be appointed even without members resolution refer section 161 only Board resolution is required.

Another aspects of independent director when he is re-appointed for second term where members resolution by way of 3/4 vothing or special resolution is required.

When you read definition of subsidiary company under section 2(87) which says about composition of directors by another company I.e holding company in other words the appoimemt of directors by holding co.

Hope so this add some clarity.