Section 160 and 161 of Companies Act 2013: Appointment of Directors
Updated: 17 September 2026
Sections 160 and 161 of the Companies Act, 2013 deal with two different routes relating to appointment of directors. Section 160 provides the statutory procedure by which a person other than a retiring director may stand for appointment at a general meeting. Section 161 deals with Board appointments of additional, alternate and nominee directors and with filling a casual vacancy, subject to the Act, the company's articles and the conditions stated in the section.
Section 160: Right of a Person Other Than a Retiring Director to Stand for Directorship
Section 160 applies to a person who is not a retiring director within the meaning of Section 152. Subject to the Companies Act, such a person may be considered for appointment as a director at a general meeting when the statutory candidature procedure is followed.
Notice of candidature
The candidate, or a member intending to propose the candidate, must leave a written notice at the registered office of the company not less than 14 days before the general meeting. The notice signifies either the person's own candidature or the member's intention to propose that person for appointment as a director.
Deposit under Section 160
For companies to which the ordinary provision applies, the notice is accompanied by a deposit of Rs. 1,00,000 or such higher prescribed amount. The amount is refundable if the proposed person is elected or obtains more than 25 percent of the total valid votes cast on the resolution.
The deposit requirement does not apply to the appointment of an independent director, a director recommended by the Nomination and Remuneration Committee constituted under Section 178, or a director recommended by the Board where the company is not required to constitute a Nomination and Remuneration Committee.
Company's duty to inform members: Rule 13
Section 160(2) requires the company to inform its members of the candidature in the prescribed manner. Rule 13 of the Companies (Appointment and Qualification of Directors) Rules, 2014 requires the information to be given at least seven days before the general meeting. Ordinarily, individual notice is sent electronically to members who have provided email addresses and in writing to the other members, and the candidature is also placed on the company's website, if any. The Rules also provide a newspaper-advertisement alternative to individual notices, subject to the prescribed conditions.
Important exemptions and modifications
| Class of company | Effect on Section 160 |
|---|---|
| Private company | Section 160 is exempted, subject to the conditions attached to the applicable exemption notification, including the filing-default condition introduced by the 2017 amendment notification. |
| Section 8 company | Section 160 does not apply where the articles provide for election of directors by ballot, subject to the conditions in the applicable exemption notification. |
| Nidhi company | The prescribed statutory modification substitutes Rs. 10,000 for the Rs. 1,00,000 deposit in Section 160(1). |
| Certain Government companies | Specified wholly Government-owned companies and qualifying wholly owned subsidiaries have an exemption under the relevant notification, subject to its conditions. |
| Specified IFSC public company | Section 160 applies in the manner provided by the articles under the applicable exemption framework. |
Section 161: Additional, Alternate and Nominee Directors
Section 161 authorises specified Board appointments. The power is not identical for every category, and the company's articles remain important. A Board appointment under this section should therefore be checked against the relevant subsection, the articles and other eligibility and disqualification provisions of the Companies Act.
Section 161(1): Additional director
If the articles confer the necessary power, the Board may appoint a person as an additional director. A person who failed to be appointed as a director in a general meeting cannot be appointed as an additional director under this provision. An additional director holds office only until the date of the next annual general meeting or the last date on which that annual general meeting should have been held, whichever is earlier.
Section 161(2): Alternate director
The Board may appoint an alternate director where it is authorised by the articles or by a resolution of the company in general meeting. The appointment is for a director who is absent from India for at least three months. A person who already holds an alternate directorship for another director in the same company, or who is already a director in that company, cannot be appointed as the alternate director under the statutory provision.
An alternate director for an independent director must independently satisfy the qualifications required for appointment as an independent director. The alternate director cannot hold office longer than the permissible term of the original director and must vacate office when the original director returns to India.
Section 161(3): Nominee director
Subject to the articles, the Board may appoint a nominee director where the nomination is made by an institution under a law or an agreement, or by the Central Government or a State Government by virtue of its shareholding in a Government company.
Section 161(4): Casual vacancy
Where the office of a director appointed by the company in general meeting becomes vacant before the normal expiry of the director's term, the resulting casual vacancy may be filled by the Board at a Board meeting, in default of and subject to the regulations in the articles. The Board's appointment must subsequently be approved by the members at the immediate next general meeting. The person appointed to the casual vacancy holds office only for the balance of the term for which the original director would otherwise have remained in office.
Section 160 and Section 161: Key Difference
| Point | Section 160 | Section 161 |
|---|---|---|
| Main subject | Candidature of a non-retiring director for appointment at a general meeting | Specified appointments made by the Board |
| Decision-making body | Members at the general meeting | Board of Directors, subject to statutory and article-based conditions |
| Important timing rule | Candidate/member notice generally at least 14 days before the meeting | Tenure depends on the category: additional, alternate, nominee or casual-vacancy director |
| Articles of Association | Relevant along with the Act and applicable exemptions | Expressly important to the Board's authority under the relevant subsections |
Compliance Checklist
- Identify whether the proposed appointment is under Section 160 or a specific subsection of Section 161.
- Check the Articles of Association before the Board or general-meeting process is started.
- Verify the proposed director's DIN, consent, eligibility and disqualification position under the applicable provisions of the Companies Act and Rules.
- For Section 160, verify whether an exemption or modification applies to the company and whether all conditions for that exemption are satisfied.
- Where Section 160 applies, observe the 14-day candidature requirement and the Rule 13 member-information requirements.
- For an additional director, confirm that the person did not fail to get appointed as director at a general meeting.
- For an alternate director, verify the original director's qualifying absence from India and the statutory restrictions on the proposed alternate.
- For a casual vacancy, place the appointment before the members for approval at the immediate next general meeting.
- Complete the applicable MCA filing and statutory-register requirements after appointment.
Related Companies Act Provisions
Director appointments should also be read with the provisions governing the composition of the Board, appointment of directors, Director Identification Number, disqualifications, vacation of office and other connected compliance requirements. The following internal pages provide related material:
- Sections 149 and 150 - Board of Directors and independent directors
- Sections 151 and 152 - Appointment of directors
- Sections 153 to 156 - Director Identification Number
- Sections 157 to 159 - DIN compliance and penalty