Sec 162 of Companies Act 2013

As per the provisions of section 162 of the Companies Act, 2013, two or more person shall be appointed as the Director of the Company by passing the ordinary resolution in general meeting but the all the votes shall be in favour and no other vote shall be against it. and if any of the member is not present in the meeting and his proxy is appointed, so his vote cannot be counted for the resolution to be passed, for the resolution should be passed, all the vote shall be in the favour.