Section 162 of CA 2013 : Section 162: Appointment Of Directors To Be Voted Individually

Explanation using Example

Imagine a scenario where XYZ Ltd. is holding its Annual General Meeting (AGM). The agenda includes the appointment of two new directors, Mr. A and Mr. B. According to Section 162 of the Companies Act, 2013, XYZ Ltd. cannot move a single resolution to appoint both Mr. A and Mr. B as directors. Instead, the company must first propose the idea of appointing them through a single resolution and get unanimous consent from the shareholders present at the meeting. If even one shareholder votes against this proposal, separate resolutions must be moved for the appointment of each director.

If the company ignores this requirement and moves a single resolution without unanimous consent, that resolution would be considered void, meaning the appointments of Mr. A and Mr. B would not be valid, even if no one objected at the time the resolution was moved.

Furthermore, if there is a motion to approve Mr. A's qualifications for the director role or to nominate Mr. B for the role, these motions are also treated as motions for their respective appointments, and the same rules apply.