Section 152 of the Companies Act, 2013
Section 152 of the Companies Act, 2013 relates to the appointment of directors in a company and lays down the basic rules for their appointment and consent.
🔹 Section 152 – Appointment of Directors
Key Provisions:
First Directors:
The first directors of a company are those named in the Articles of Association.
If no names are mentioned, then the subscribers to the Memorandum (MOA) shall be deemed to be the first directors.
Subsequent Directors – Appointment in General Meeting:
Except in case of first directors, every director shall be appointed by the company in a general meeting.
Director Identification Number (DIN) – Mandatory:
No person shall be appointed as a director unless they have been allotted a valid Director Identification Number (DIN) under Section 154.
Consent to Act as Director:
A person appointed as a director must give written consent to act as such, in Form DIR-2.
This consent must be filed with the ROC in Form DIR-12 within 30 days of the appointment.
Retirement by Rotation (for public companies):
In the case of public companies, 2/3rd of the total number of directors shall be subject to retirement by rotation under Section 152(6).
1/3rd of them retire at every AGM, and are eligible for reappointment unless the Articles provide otherwise.
✅ Important Notes:
Private companies may have different rules, as specified in their Articles of Association.
This section ensures that directors are appointed transparently with the consent of the individual and with shareholder approval, maintaining accountability.
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