Appointment of Directors Section 152 of the Companies Act, 2013

Section 152 of the Act specifically deals with the appointment of directors. According to this section,
every director in a company must be appointed during a general meeting of the shareholders. This
process ensures transparency, accountability, and compliance with the wishes of the shareholders.
1. Eligibility and Consent: Identify individuals eligible to be appointed as directors. Ensure they
consent to act as directors and are not disqualified under company law.
2. Proposal by Board: The board of directors proposes the appointment of new directors. This
proposal is included in the agenda of the general meeting.
3. Notice of General Meeting: Issue a notice for the general meeting to all shareholders, stating the
intention to appoint new directors. The notice must include the name, address, and qualifications of
the proposed directors, along with their consent to act as directors.
4. General Meeting and Voting: At the general meeting, shareholders vote on the resolution to appoint
the proposed directors. An ordinary resolution is typically sufficient unless the articles of association
specify otherwise.
5. Letter of Appointment: Issue a formal letter of appointment to the newly appointed directors,
outlining their roles, responsibilities, and terms of appointment.
6. Disclosure of Interest: The newly appointed directors must disclose their interest in any other
companies or firms as required by law, usually through a formal declaration.
7. Registrar Filing: File the necessary forms with the Registrar of Companies (e.g., Form DIR-12 in
India) within the prescribed period, confirming the appointment.
8. Updating Registers: Update the company's register of directors and key managerial personnel to
reflect the new appointments.

Regularization of Directors
1. Identification of Irregular Directors: This step involves identifying directors who are serving
without proper appointment according to the company's articles of association or applicable law. Such
directors often include additional directors, casual vacancy directors, or those appointed by the board
but requiring confirmation by shareholders.
2. Board Meeting: A board meeting is convened to propose the regularization of such directors. The
proposal is included in the agenda for the upcoming shareholders' meeting.
3. General Meeting Resolution: The proposal to regularize the director must be approved by an
ordinary resolution in a general meeting. A notice of the meeting, along with the agenda, must be sent
to all shareholders within the stipulated time frame, usually 21 days in advance.
4. Shareholder Approval: At the general meeting, shareholders vote on the resolution to regularize the
director. If approved by the majority, the director’s appointment is regularized.
5. Filing with Registrar: The company must file the necessary forms (e.g., Form DIR-12) with the
Registrar of Companies (RoC) within a specified period, usually 30 days from the appointment date,
along with the requisite fee.