law: Companies Act, 2013 
  152.
  
    Appointment
  
  of directors.
  1.      Where no provision is
  
  made in the articles of a company for the appointment of the first director,
  
  the subscribers to the memorandum who are individuals shall be deemed to be the
  
  first directors of the company until the directors are duly appointed and in
  
  case of a One Person Company an individual being member shall be deemed to be
  
  its first director until the director or directors are duly appointed by the
  
  member in accordance with the provisions of this section.
  2.      Save as otherwise
  
  expressly provided in this Act, every director shall be appointed by the
  
  company in general meeting.
  3.      No person shall be
  
  appointed as a director of a company unless he has been allotted the Director
  
  Identification Number under section 154.
  4.      Every person proposed
  
  to be appointed as a director by the company in general meeting or otherwise,
  
  shall furnish his Director Identification Number and a declaration that he is
  
  not disqualified to become a director under this Act.
  5.      A person appointed as
  
  a director shall not act as a director unless he gives his consent to hold the
  
  office as director and such consent has been filed with the Registrar within
  
  thirty days of his appointment in such manner as may be prescribed:
  Provided
  
  that in the case of appointment of an independent director in the general
  
  meeting, an explanatory statement for such appointment, annexed to the notice
  
  for the general meeting, shall include a statement that in the opinion of the
  
  Board, he fulfils the conditions specified in this Act for such an appointment.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  a.     
  
    Unless
  
  the articles provide for the retirement of all directors at every annual
  
  general meeting, not less than two-thirds of the total number of directors of a
  
  public company shall—
                       
  
   i.        
  
    be
  
  persons whose period of office is liable to determination by retirement of
  
  directors by rotation; and
                      
  
   ii.        
  
    save
  
  as otherwise expressly provided in this Act, be appointed by the company in
  
  general meeting.
  a.    
  
  
  b.    
  
    The
  
  remaining directors in the case of any such company shall, in default of, and
  
  subject to any regulations in the articles of the company, also be appointed by
  
  the company in general meeting.
  c.     
  
    At
  
  the first annual general meeting of a public company held next after the date
  
  of the general meeting at which the first directors are appointed in accordance
  
  with clauses (a ) and (b ) and at every subsequent annual general
  
  meeting, one-third of such of the directors for the time being as are liable to
  
  retire by rotation, or if their number is neither three nor a multiple of
  
  three, then, the number nearest to one-third, shall retire from office.
  d.    
  
    The
  
  directors to retire by rotation at every annual general meeting shall be those
  
  who have been longest in office since their last appointment, but as between
  
  persons who became directors on the same day, those who are to retire shall, in
  
  default of and subject to any agreement among themselves, be determined by lot.
  e.     
  
    At
  
  the annual general meeting at which a director retires as aforesaid, the
  
  company may fill up the vacancy by appointing the retiring director or some
  
  other person thereto.
  Explanation. —For the purposes of
  
  this sub-section, “total number of directors” shall not include independent
  
  directors, whether appointed under this Act or any other law for the time being
  
  in force, on the Board of a company.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  7.     
  a.     
  
    If
  
  the vacancy of the retiring director is not so filled-up and the meeting has
  
  not expressly resolved not to fill the vacancy, the meeting shall stand
  
  adjourned till the same day in the next week, at the same time and place, or if
  
  that day is a national holiday, till the next succeeding day which is not a
  
  holiday, at the same time and place.
  b.    
  
    If
  
  at the adjourned meeting also, the vacancy of the retiring director is not
  
  filled up and that meeting also has not expressly resolved not to fill the
  
  vacancy, the retiring director shall be deemed to have been re-appointed at the
  
  adjourned meeting, unless—
                       
  
   i.        
  
    at
  
  that meeting or at the previous meeting a resolution for the re-appointment of
  
  such director has been put to the meeting and lost;
                      
  
   ii.        
  
    the
  
  retiring director has, by a notice in writing addressed to the company or its
  
  Board of directors, expressed his unwillingness to be so re-appointed;
                     
  
   iii.        
  
    he
  
  is not qualified or is disqualified for appointment;
                     
  
   iv.        
  
    a
  
  resolution, whether special or ordinary, is required for his appointment or
  
  re-appointment by virtue of any provisions of this Act; or
                      
  
   v.        
  
    section
  
  162 is applicable to the case.
  Explanation .—For the purposes of
  
  this section and section 160, the expression “retiring director” means a
  
  director retiring by rotation.