Consent to Act as Director. Section 264 requires that every person

(other than a director retiring by rotcition or otherwise or a person who has under

Section 257 signified his candidature for the office of a director) proposed as a candidate for the office of a director shall sign, and file with the company,

his consent in writing to act as a director, if appointed.

Further, sub-section (2) of Section 264 requires a person appointed as a director to sign and file with the Registrar his consent in writing to act as such

director. The consent with the Registrar must be filed within 30 days of his appointment.

However, the consent with the Registrar shall not be required to be filed in the

case of:

(a) a director re-appointed after retirement by rotation or immediately on the expiry of his term of office; or

(b) an additional or alternate director, or a person filling a casual vacancy in the office of a director under Section 262, appointed as a director or

reappointed as an additional or alternate director, immediately on the expiry of his term

of office; or

(c) a person named as director of the company under its Articles as first registered. Further, it may be noted that the aforesaid provisions of Section 264

do not apply

to the appointment of a director of an independent private company.