Consent of Directorship

Every person proposed as a candidate for the office of the director shall sign, and file with the company his consent writing to act as a director if appointed.

Consent in writing to act as director need not be filed in the following case:

1) A person other than a director re-appointed after retirement by rotation or immediately on the expiry of his term of office
2) An additional or alternative director, or a person filing a casual vacancy in the office of a director appointed as director or re-appointed as an individual as an additional or alternative director immediately in the expiry of his term of office or
3) A person named as a director of the company under its articles as first director.
4) Person who is appointed as a director of a private limited company

Except in the above cases no person shall act as a director of the company unless he has within 30 days of his appointment signed and filed with the Registrar with his consent in writing to act as a director.

Non filing of consent with the company is at the most only an irregularity and will not render invalid an appointment made without such consent having been filed.

The above provisions shall not apply to a private companies unless it is a subsidiary of a public company.

Acts done by a person as a director shall be valid, notwithstanding that it may afterwards be discovered that this appointment was invalid by reasons of any defect or disqualification or had terminated be discovered that his appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provisions contained in the Act or in the articles. However nothing shall be deemed to give validity to acts done by a director after his appointment has been shown to the company to be invalid or to have been terminated.

The object of this provision is to protect outsiders dealing with the company who under the doctrine of indoor management, presume that the acts of a person acting as a director will be valid not withstanding the fact that it is discovered afterwards that this appointment was invalid. An act found valid on other grounds is not validated. Only bonafide acts are protected.

Share qualification of a director:

Share qualification means the shares to be taken by a director to qualify him as a director of the company. It shall be the duty of every director who is required by the articles of the company to hold a specified share qualifications and who is not already qualified in that respect to obtain his qualification within two months after his appointment as director. The Act however, does not prescribe any share qualification if the articles of a company do not provide for share qualification beneficial ownerships of shares is not necessary. A company can by provision in its articles exempt itself from the above provision. The nominal value of the qualification shares should not exceed Rs 5000/- or the nominal value of one share, where with exceeds Rs 5000/- The office of the director shall fall vacant if a director falls to acquire his qualification share within the prescribed period.

Where the articles require a person to hold the qualification shares before his appointment as a director or to obtain them within shorter time than two months after his appointment as such, such a provision in the articles of a company shall be void. A bearer of the share warrant shall not be deemed to be the holder of the shares. A failure to acquire the specified share qualification will result in the vacation of the office of the director. If after the expiry of the said period of two months any person acts as a director of the company when he does not hold the qualification shares, it shall be punishable with fine which may extend to Rs 500 for every day between such expiry and the last day on which he acted as a director.
Source: Business Law