Section 162 of the Companies Act, 2013
Section 162 of the Companies Act, 2013 deals with the appointment of directors to be voted individually.
🔹 Section 162 – Appointment of Directors to Be Voted Individually
✅ Key Provisions:
📌 1. One Resolution for One Director:
At a general meeting of a company, each director must be appointed through a separate resolution.
This ensures that shareholders vote individually for each director rather than as a group.
📌 2. Exception – Unanimous Approval:
A single resolution to appoint two or more directors is allowed only if:
A proposal to move such a resolution is agreed to by all members present at the meeting without any objection.
Even one objection from a member present invalidates the combined resolution, and directors must then be appointed individually.
📌 3. Purpose:
This provision ensures transparent and fair selection of directors.
Prevents companies from passing bulk appointments that might bypass shareholder scrutiny.
⚠️ Penalty for Non-Compliance:
While Section 162 does not specify a separate penalty, any breach of procedural provisions may attract general penalties under the Act.
📌 Example:
If a company proposes to appoint Mr. A and Mr. B as directors through a single resolution, and even one shareholder objects to it at the general meeting, the company must then pass two separate resolutions—one for Mr. A and one for Mr. B.
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