APPOINTMENT OF First DIRECTORS – Section 152
The first directors of most of the companies are named in their articles. If they are not so named in the articles of a company, then subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company until the directors are duly appointed.
In the case of a One Person Company, an individual being a member shall be deemed to be its first director until the director(s) are duly appointed by the member in accordance with the provisions of Section 152.
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. 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 wee k, 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.
If at the adjourned meeting also , the vacancy of the retiring director is not filled up and that meeting also has not express ly resolved not to fill the vacancy, the retiring director shall be deemed to have bee n re-appointed at the adjourned meeting, unless—
(i) a resolution for the re-appointment of such director has been put to the meeting and lost;
(ii ) the retiring director has expressed his unwillingness to be so re-appointed;
(iii ) he is not qualified or is disqualified for app ointment;
(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 i.e. appointment of directors to be voted individuall y is applicable to the case.