Appointment of Directors by Single Resolution

Appointment of two or more Directors by way of passing a Single Resolution in the General Meeting of the Shareholders is allowed under the Companies Act, 2013, subject to compliance of the provisions as prescribed in the Section 162 of the said act (earlier section 263 of the companies act 1956).

In a General Meeting, a motion can be made for the appointment of two or more persons as directors of the company by a single resolution, but before such motion is passed, such passing of motion must be agreed by all the members present at the meeting that means not even a single vote should be given against it (members remaining neutral will have no effect on the resolution).

Note
The above discussed provisions are only applicable to a public company or of a private company which is a subsidiary of a public company but not applicable to any Private Companies, which are not subsidiary of any Public Company.

Resolution Format for such unanimous consent:

“RESOLVED THAT the Unanimous Consent of the Members be and is hereby given to put the motion for appointment of Mr. A Kumar, Mr. D Harold and Ms. C Ciciy as the Directors of the Company under a single resolution.”

Resolution will be void

In case such a resolution was moved without being getting agreed by all the members, whether or not objection was taken at the time to its being so moved, then such resolution shall be void and the appointment of those Directors will be void too.

Where such a resolution was moved/passed, no provision for the automatic re-appointment of the director retiring by rotation in default of another appointment shall apply.

The main intention of this section is to provide the Shareholders of a Company with the right to elect the person of their choice with no tampering thereto.


Exemption:
The said provisions are also not applicable to Government Companies and Companies which does not carry on business for profit (Section 8) or prohibits the payment of a dividend to its members.