Q.Explain the different modes of appointment of directors recognised under the Companies Act, 2013.

A directorship can arise in more than one way depending on when in a company's life the vacancy needs filling, and the Act provides a distinct route for each situation.

The Companies Act, 2013 does not confine appointment of directors to a single procedure, because a company needs to fill directorial vacancies in several different situations — at incorporation, in the ordinary course at a general meeting, and, sometimes urgently, between two general meetings. The Act accordingly provides distinct modes for each.

At incorporation, the first directors are usually named directly in the company's Articles of Association. Where the Articles are silent, Section 152(1) supplies a default rule: the individual subscribers to the memorandum are deemed to be the first directors of the company, holding office until directors are duly appointed in accordance with the Act at the company's first general meeting or otherwise.

In the ordinary course of the company's life thereafter, Section 152(2) provides that directors are appointed by the company in general meeting — that is, by an ordinary resolution of the shareholders — except where the Act specifically provides a different mode. Before such an appointment can be made, Section 152(4) and (5) require the individual concerned to furnish his Director Identification Number and a declaration that he is not disqualified under Section 164, ensuring the appointment is only made after the statutory preconditions are satisfied and enabling the company to file the required particulars with the Registrar of Companies. …