Every Company shall have a Board of Directors Consisting of Individuals as director. Accordingly, only an individual can be appointed as director of company. Every director other than first directors of company shall be appointed in general meeting as per Section 152(2).

If company wants to appoint a person as director in meeting other than General meeting Company can do this by appointing such person as additional director. The additional director has to be appointed till date of next AGM or last date on which AGM should have been held, whichever is earlier.

When and Why need of Appointing a New Director?

• In case of Fill-up of Casual vacancy
• When number fall below the minimum Quorum required.
• When requirement for a technically fit Person to Manage, etc.

Only company’s shareholders can appoint directors. The Board of Directors can normally also appoint directors but check whether the Articles authorised to do so and whether the shareholders must then confirm the appointment at a general meeting.

Other side legally speaking, Sec. 174(2) provides that the continuing director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning general meeting of the company and for no other purpose. Hence remaining one director can also appoint new director.