Chapter XI - Appointment and Qualifications of Directors
Section 162
Section 162: appointment of directors to be voted individually
At a general meeting, two or more directors cannot be appointed by a single resolution unless the meeting first agrees to that proposal without any vote cast against it.
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Need advice on Section 162?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) At a general meeting of a company, a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be moved unless a proposal to move such a motion has first been agreed to at the meeting without any vote being cast against it. (2) A resolution moved in contravention of sub-section (1) shall be void, whether or not any objection was taken when it was moved. (3) A motion for approving a person for appointment, or for nominating a person for appointment as a director, shall be treated as a motion for his appointment.
Introduction
Section 162 protects members’ right to vote on each director separately. A motion to appoint two or more persons by one resolution can be moved only if the meeting first agrees to it without a single vote against. A resolution moved in breach is void, even if nobody objected at the time.
Key takeaways
One director per resolution
The default rule is a separate resolution for each director.
Unanimous exception
A combined resolution is allowed only if first agreed with no vote cast against it.
Void if breached
A contravening resolution is void whether or not anyone objected.
The rule and its exception
A motion to appoint two or more persons as directors by a single resolution may not be moved unless a proposal to move it has first been agreed to at the meeting without any vote being cast against it.
- India Code — consolidated Companies Act, 2013, section 162
- eGazette — MCA notification S.O. 2754(E), 12 September 2013 (commencement from 12 September 2013)
- eGazette — MCA notification G.S.R. 464(E), 5 June 2015 (exceptions and modifications for private companies under section 462)
- eGazette — MCA notification G.S.R. 583(E), 13 June 2017 (amending G.S.R. 464(E); paragraph 2A filing condition)
Consequence of breach
Under sub-section (2), a resolution moved in contravention is void, whether or not any objection was taken when it was moved.
Approval and nomination motions
Sub-section (3) treats a motion approving a person for appointment, or nominating a person for appointment, as a motion for that person’s appointment. Such motions are also caught by the rule.
Private companies
For a private company, G.S.R. 464(E) of 5 June 2015 directs that section 162 shall not apply. Since G.S.R. 583(E) of 13 June 2017, that relief is available only to a private company that has not defaulted in filing its financial statements under section 137 or its annual return under section 92 with the Registrar.
Practical preparation
Draft a separate resolution for each director; if a combined resolution is wanted, first put the proposal to the meeting and record that no vote was cast against it; apply the same rule to approval and nomination motions.
Practical checklist
Do
- Prepare separate resolutions for each director in the notice.
- Minute the outcome of any proposal to combine resolutions.
Avoid
- Do not rely on the absence of objection to save a combined resolution.
Illustrative example
Hypothetical: AGM with three new directors
A public company wants to appoint three directors at its AGM.
Draft
Include three separate resolutions in the notice.
Option
If combining is proposed, first put that proposal to the meeting.
Record
Proceed with a combined resolution only if no vote is cast against the proposal; otherwise vote separately.
Outcome
- The appointments are not exposed to being void under section 162(2).
Glossary
- Single resolution
- One resolution covering the appointment of two or more directors.
- Void
- Of no legal effect.
Frequently asked questions
Can two directors be appointed in one resolution?
Only if the meeting first agrees to moving such a motion without any vote cast against it.
What if nobody objected to a combined resolution?
It is still void if the prior proposal was not agreed without any vote against it.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026