Appointment of a director other than a retiring director in the General Meeting

Section 160 provides for the right of persons other than the retiring directors to stand for the directorship at any general meeting of the Company, if he or some other member intending to propose him as a director complies with the requisites given under Section 160 as explained under.

The following requisites of Section 160(1) must be complied with:

  • The company must receive a notice proposing a person as a candidate for directorship, to be appointed as a director at a general meeting of the company and not necessarily only at an annual general meeting.
  • The notice of candidature can be given either by the candidate himself or by any member of the company.
  • The notice must be in writing and signed by the candidate himself or the member giving it.
  • The notice must be given not less than 14 days before the meeting. This means notice must reach the company at least on the 14th day before the date of the meeting.
  • The notice must be left at the registered office of the company and must be given in the manner stipulated in Section 20 of the Companies Act, 2013.
  • The notice must be accompanied by an amount of Rs. 1, 00,000, by cheque or demand draft.
  • Amount of Rs. 1 lakh shall be refunded to the person who deposits the money, if the person proposed gets elected as a director or gets more than 25% per cent of total valid votes cast either on show of hands or on poll on such resolution.

Key Consideration:

  • Section 160 is not applicable on Private Companies.

The following procedure is to be followed for Appointment of a director other than a retiring director in the General Meeting [Section 160 & Rule No. 8, 13, 17 and 18 of Companies (Appointment and Qualification of Directors) Rules, 2014]- http://bit.ly/2sEMaHd

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