Number of Directors, Appointment, and Qualifications

3. Number of Directors, Appointment, and Qualifications

Minimum and maximum number of directors [Section 149(1)]: every company must have a Board of

Directors consisting only of individuals (a company or other body corporate cannot itself be a

director). The Act fixes both a floor and a ceiling:

A company may appoint more than 15 directors only after passing a special resolution in

general meeting — the ceiling of 15 is therefore not absolute, but crossing it needs the members'

explicit, higher-threshold approval.

Resident director [Section 149(3)]: every company must have at least one director who has stayed

in India for a total period of not less than 182 days during the financial year — this ensures at

least one director is genuinely accessible within the country.

Appointment of directors [Section 152]: the general rule is that directors are appointed by the

company in general meeting, by an ordinary resolution of the members — this is how the Board's

day-to-day composition is renewed. The first directors of a company are usually named in the Articles

of Association at incorporation; if not, the subscribers to the memorandum who are individuals are

deemed the first directors until directors are duly appointed in general meeting. Section 152(6) also

provides for retirement by rotation in a public company: unless the Articles provide otherwise,

two-thirds of the total number of directors of a public company are liable to retire by rotation, and

one-third of those rotational directors retire at every annual general meeting, being eligible for

re-appointment.

Qualifications: the Act does not prescribe any formal academic or professional qualification to

become a director — any individual of full age and sound mind may be appointed, subject to holding a

valid DIN and not being disqualified under Section 164 (covered in the next section). A company's own

Articles of Association may additionally require a director to hold a minimum number of qualification shares, though this is uncommon in modern practice. Every person proposed as a director must also …