Sections 160, 161, 164, 165, 167 and 168 of Companies Act 2013: Companies Amendment Act 2017 Changes
Updated: 18 September 2026
The Companies (Amendment) Act, 2017, Act No. 1 of 2018, amended several provisions governing appointment, disqualification, number of directorships, vacation of office and resignation of directors under the Companies Act, 2013. This article explains the amendments relating to Sections 160, 161, 164, 165, 167 and 168 and their practical effect.
Quick summary of the amendments
| Companies Act section | Subject | 2017 Amendment Act section | Main change |
|---|---|---|---|
| 160 | Right of persons other than retiring directors to stand for directorship | 50 | Deposit requirement does not apply to specified recommended candidates, including independent directors. |
| 161 | Additional, alternate and nominee directors; casual vacancy | 51 | Restricts alternate directorship in the same company and extends the casual-vacancy mechanism beyond public companies, subject to member approval at the next general meeting. |
| 164 | Disqualifications for appointment of director | 52 | Provides a six-month protection to a newly appointed director in a defaulting company and clarifies continuing disqualification despite appeal in specified cases. |
| 165 | Number of directorships | 53 | Directorship in a dormant company is excluded when reckoning the overall limit of twenty companies. |
| 167 | Vacation of office of director | 54 | Where Section 164(2) disqualification is incurred, office is vacated in other companies, but not in the defaulting company; appeal-related protection was also revised. |
| 168 | Resignation of director | 55 | Changed filing by the resigning director from mandatory to optional by substituting "shall" with "may" in the proviso. |
Section 160 - Right to stand for directorship
What Section 160 covers: Section 160 provides a mechanism by which a person who is not a retiring director may be proposed for appointment as a director, subject to the statutory notice and other applicable requirements.
Section 50 of the Companies (Amendment) Act, 2017 inserted a proviso in Section 160(1). The amendment removes the deposit requirement where the proposed person is an independent director, is recommended by the Nomination and Remuneration Committee constituted under Section 178(1), or is recommended by the Board where the company is not required to constitute such a committee.
Section 161 - Additional, alternate and nominee directors and casual vacancy
What Section 161 covers: Section 161 deals with appointment of additional directors, alternate directors and nominee directors, and with filling a casual vacancy in the office of a director appointed in general meeting.
Section 51 of the 2017 Amendment Act amended Section 161(2) so that a person cannot act as an alternate director if that person is already holding directorship in the same company. It also amended Section 161(4) by removing the words limiting the provision to a public company. A Board appointment to fill a casual vacancy is to be subsequently approved by the members at the immediate next general meeting.
Section 164 - Disqualification for appointment of director
What Section 164 covers: Section 164 specifies circumstances in which a person is disqualified from being appointed or re-appointed as a director, including personal disqualifications under sub-section (1) and company-default related disqualifications under sub-section (2).
Section 52 of the 2017 Amendment Act inserted a proviso to Section 164(2). A person appointed as a director of a company that is already in default under Section 164(2)(a) or (b) does not incur that disqualification for six months from the date of appointment. The amendment also substituted the proviso to Section 164(3), providing that the disqualifications referred to in clauses (d), (e) and (g) of Section 164(1) continue to apply even where an appeal or petition has been filed against the relevant conviction or disqualification order.
Section 165 - Number of directorships
What Section 165 covers: Section 165 prescribes the statutory ceiling on the number of companies in which a person may hold office as director, subject to the limits and exclusions provided by the Act.
Section 53 of the 2017 Amendment Act inserted Explanation II to Section 165(1). For calculating the limit of twenty companies, a directorship in a dormant company is not included.
Section 167 - Vacation of office of director
What Section 167 covers: Section 167 specifies events upon which the office of a director becomes vacant, including specified disqualifications, prolonged absence from Board meetings, conflict-related defaults, court or Tribunal orders, conviction and removal.
Section 54 of the 2017 Amendment Act inserted a proviso to Section 167(1)(a). If a director incurs disqualification under Section 164(2), the office becomes vacant in all companies other than the company that committed the default giving rise to that disqualification.
The amendment also substituted the proviso connected with clauses (e) and (f). Vacation of office is deferred for thirty days from the relevant conviction or disqualification order and, where appeals or further appeals are filed within the periods specified by the provision, for the additional statutory periods linked to disposal of those proceedings.
Section 168 - Resignation of director
What Section 168 covers: Section 168 governs resignation by a director, the company's obligation to take note of the resignation and intimate the Registrar, and the effective date of resignation.
Section 55 of the 2017 Amendment Act changed the proviso to Section 168(1) by replacing the words requiring the director to forward a copy of the resignation with wording permitting the director to do so. The filing by the resigning director therefore became optional under the amended statutory text, while the company's statutory filing obligation remains governed by Section 168 and the applicable rules.
Legal position and reading the current Act
The provisions above should be read as part of the Companies Act, 2013 as amended, rather than as stand-alone rules. The Companies (Amendment) Act, 2017 received Presidential assent on 3 January 2018 and its provisions were brought into force on different notified dates. For compliance work, always check the current text of the Companies Act, applicable rules, MCA notifications and forms before filing or taking corporate action.
Related provisions
These director-related provisions interact with other parts of the Act, particularly Section 149 on the Board of Directors, Section 152 on appointment of directors, Section 166 on directors' duties, Section 170 on the register of directors and key managerial personnel, and Section 178 on the Nomination and Remuneration Committee.