Not only is the appointment of a director a crucial administrative requirement, but it is also a procedural requirement that every company must meet. Only an individual can be appointed as a Director under the Companies Act; a company, association, company or other entity with an artificial legal personality can not be appointed as a Director. In general, in the case of a public company or of a private company subsidiary of a public company, two-thirds of the total number of directors shall be appointed by the shareholders and the remaining one-third shall be appointed by the shareholders in accordance with the manner prescribed in the Articles in the absence of appointment by the shareholders of the remaining one-third of the directors. The statutes of a public company or of a subsidiary of a private company of a public company may provide for the withdrawal of all directors at each meeting of the General Assembly. The Articles may prescribe the manner of appointment of any or all of the Directors in the case of a private company which is not a public company subsidiary. If the articles are silent, the shareholders must appoint the directors. The Companies Act also permits the Articles to provide, if adopted by the company in question, for the appointment of two-thirds of the Directors in accordance with the principle of proportional representation. In the event of oppression or mismanagement, nominated directors may be appointed by a third party or by the central government. An individual can be a Managing Director and can be appointed for a maximum term of five (5) years at a time. With the prior unanimous approval of the Board of Directors of such a company, a person who is already a Managing Director / Manager of a public company or a private subsidiary of a public company may become a Managing Director / Manager of only one other company (whether private or public). No such restrictions shall, however, apply to the manager or managing director of "pure" private enterprises. Where the appointment is not in accordance with Parts I and II of Schedule XIII of the Companies Act, in the case of a public company or a private company that is a subsidiary of a public company, the appointment must be approved by the Central Government. In the case of a public company or a private company which is a subsidiary of a public company, the remuneration due shall be subject to the provisions of the Companies Act and may be determined either by the provisions of the Articles or, if the provisions of the Articles so provide, by a special resolution of the general meeting of the company. Any qualifications for directors of any business are not prescribed by the Companies Act. An Indian company may, therefore, stipulate qualifications for directors in its articles. However, the Companies Act restricts to five thousand rupees (Rs. 5,000/-) the specified share qualification of directors that can be prescribed by a public company or a private company that is a subsidiary of a public company. Under Schedule XIII, the Companies Act also prescribes certain other conditions which, in the case of a public company and a private company which is a subsidiary of a public company, are to be fulfilled in order to appoint a manager or a full-time director or manager. In any public company or a private company which is a subsidiary of a public company, at each AGM, one-third of the directors must withdraw. Each retiring Director, however, is eligible for re-appointment. If the vacancy is not filled and the meeting has not expressly resolved to fill the vacancy, he or she shall be deemed to have been reappointed until the next election meeting, unless he or she is otherwise disqualified or unwilling to act as a director or no resolution has been reached and lost on such appointment. By ordinary resolution of the general meeting, a Director may be removed after special notice has been given before the expiry of his term of office. This does not, however, apply to directors appointed by proportional representation or to directors appointed by the central government.

This Article Does Not Intend To Hurt The Sentiments Of Any Individual Community, Sect, Or Religion Etcetera. This Article Is Based Purely On The Authors Personal Views And Opinions In The Exercise Of The Fundamental Right Guaranteed Under Article 19(1)(A) And Other Related Laws Being Force In India, For The Time Being. Further, despite all efforts that have been made to ensure the accuracy and correctness of the information published, White Code Legal and Tax shall not be responsible for any errors caused due to human error or otherwise.