Directors' Appointment and Removal Under Companies Act 2013: Section 149 to 170

Directors are the governing body of a company. The Companies Act 2013 (Sections 149-170) prescribes detailed requirements for director appointment, qualification, tenure, vacation of office, and removal. Compliance failures attract significant penalties.

Minimum and Maximum Directors

• Private Limited Company: Minimum 2 directors
• Public Limited Company: Minimum 3 directors
• OPC: Minimum 1 director
• Maximum: 15 directors (can be increased by special resolution)
• At least 1 director must be resident (stayed 182+ days in India in calendar year)

Director Identification Number (DIN)

Every person intending to be a director must obtain a DIN (12-digit number from MCA). DIN application via Form DIR-3. Once obtained, same DIN is used for all companies. DIN must be linked to Aadhaar for KYC (DIR-3 KYC annual filing due by 30 September).

Appointment Process

• New director: Board resolution + consent in writing (Form DIR-2) + filing DIR-12 with RoC within 30 days
• At first AGM: At least 2/3rd of directors of public companies must be "rotational directors" (retire by rotation)
• Additional directors: Appointed by board under Section 161 (up to next AGM)

Vacation of Office — Section 167

A director's office becomes vacant automatically if they:

• Are absent from all board meetings for 12 consecutive months
• Fail to disclose their interest in Section 184 matter
• Are declared insolvent or convicted of offences
• Are disqualified under Section 164

Disqualifications — Section 164

• Convicted of offences involving moral turpitude (imprisonment ≥ 6 months)
• Company in which they are director has not filed financial statements/annual returns for 3 consecutive years
• Outstanding deposits unreturned or dividends unpaid for 1+ year
• Declared insolvent or bankrupt

Removal of Director — Section 169

Shareholders can remove a director (before expiry of term) by ordinary resolution at a general meeting. Process:

1. Special notice (14 days) to company
2. Company sends copy to director and members (21 days notice)
3. Director can make representation (must be circulated)
4. Ordinary resolution passed at GM

Cannot remove: Director appointed by court order (oppression case); Small company director by promoter's nominee.