How to appoint directors in Indian startups: an ideal guide for students and lawyers

Fictional startup LexNova restructures its board of directors after Series A funding. This practical guide bridges legal theory and business reality, covering director types, board requirements, and governance essentials under the Companies Act, 2013—ideal for law students and young corporate lawyers.

Introduction

“The Companies Act is clear about board structures on paper. 

But when your startup is growing 200% year-over-year and investors are knocking, theory meets a very messy reality.“

Arjun Mathur, CEO of LexNova Technologies, leans back in his chair, running his hands through his hair. 

The whiteboard behind him is covered with product roadmaps, hiring plans, and—most recently—a hastily drawn organisational chart with question marks next to “Board of Directors.”

This is where company law practice truly begins. 

Not in textbooks or lecture halls, but in conference rooms where ambitious founders suddenly realise their company’s governance needs to evolve as quickly as their technology.

Welcome to my six-part series on practical company law skills, where I will walk through the real-world application of the Companies Act 2013 using the journey of LexNova—a fictional but entirely realistic Indian tech startup. 

Whether you are 

• a law student preparing for internships, 
• a young associate at a firm, or 
• an in-house counsel navigating your first governance questions, these articles will bridge the gap between legal theory and business implementation.

In this first instalment, I will explore LexNova’s need to restructure its board as it transitions from scrappy startup to serious contender—and the fundamental company law concepts you will need to guide such a process effectively.

LexNova Technologies: from dorm room to boardroom

The story of LexNova begins like many Indian tech success stories—with brilliant minds, limited resources, and outsized ambitions.

Three years ago, Arjun Mathur (CEO), Meera Krishnan (CTO), and Rahul Sharma (COO) were classmates at IIT Delhi, bonding over late-night coding sessions and a shared frustration: the inefficiency of legal research for small businesses. 

Their solution? 

An AI-powered legal compliance platform that could interpret regulations, generate basic documentation, and flag potential compliance issues for startups and Small and Medium Enterprises (SMEs).

“We were not trying to replace lawyers,” Meera explains. “We were trying to make legal basics accessible enough that businesses would actually seek proper legal counsel earlier in their journey, rather than only after problems arose.“

Their MVP (Minimum Viable Product) caught attention at a startup competition, securing ₹25 lakhs in initial funding. 

They bootstrapped operations from Rahul’s family apartment in Gurugram, lived on instant noodles, and coded through weekends. 

By the end of year one, they had a functioning product and 100 paying customers.

Year two brought their first angel investor—Vikram Desai, a successful tech entrepreneur who saw his younger self in the founding team. 

His ₹2 crore investment came with mentorship, connections, and a board seat as their first external director. This marked their first formal board meetings (usually held over samosas at Rahul’s dining table), now with four directors instead of just the founding trio.

Fast forward to the present day, LexNova has secured a Series A round of ₹40 crore from Indus Ventures, a respected Indian VC firm. 

The company now employs 75 people across offices in Delhi and Bangalore. Their customer base has expanded to over 5,000 businesses, including several multinational corporations using their enterprise solution.

The founding team has grown, too. Alongside them are:

• Priya Nair, Head of Business Development (and Arjun’s former classmate)
• Sanjay Mehta, Chief Financial Officer (recruited from a larger tech firm)
• Anjali Kapoor, Head of Legal (previously at a top-tier law firm)
• Vikram Desai, Angel Investor and Non-Executive Director
• Neha Agarwal, Partner at Indus Ventures and new board observer

Board expansion and strategic growth

“Three months. That is how long we have been postponing a proper board discussion about the Middle East expansion.“

Rahul’s frustration is evident during an emergency founders’ meeting. 

What was once a strength—the founders’ ability to make quick decisions around a table—has become a liability. 

With investors, regulations, and strategic complexity all increasing, LexNova’s informal governance approach is showing cracks.

Meera nods in agreement. “And Indus Ventures is pushing for quarterly board meetings with proper documentation. Anjali says we need to formalise everything now, not later.“

The catalyst for change had arrived a week earlier in an email from Neha Agarwal at Indus Ventures:

Subject: Board Representation Requirements

Dear Arjun, Meera, and Rahul,

Following our investment agreement terms, I am writing to formalise Indus Ventures’ board seat. As discussed during due diligence, our standard terms require proper board constitution according to the Companies Act, including:

1. Formalisation of existing directors

2. Appointment of Indus nominee director

3. Consideration of independent director(s)

4. Regular quarterly meetings with minutes

Please confirm your legal team is preparing the necessary documentation. Happy to connect them with our counsel.

Best regards,

Neha

This email crystallised a reality many growing startups face. 

The transition from informal decision-making to structured corporate governance is not optional. It is a required evolution that comes with growth, external investment, and increasing regulatory scrutiny.

“Do we really need all this formality?” Arjun asks, still hesitant. “We are moving fast, developing new features. Board meetings and paperwork slow us down.“

Anjali, the Head of Legal, who joined six months ago, responds with the patience of someone who has seen this scenario play out before.

Addressing the founders, she said, “This is not just about satisfying investors, though that is important. It is about protecting you as founders, ensuring proper decision documentation, and preparing for the next stage of growth.” 

She continued, “What worked at 10 employees would not work at 100—or 1,000. Plus, properly structured boards bring strategic value and perspective that founders often miss when they are deep in operations.“

Types of directors in Indian companies

Before diving into LexNova’s specific situation, let us establish the legal framework that governs board structures in India. The Companies Act, 2013 provides comprehensive guidelines, though requirements vary based on company type and size.

1. Types of directors: more than just board members

The term “director” seems straightforward, but Indian company law recognises several categories, each with distinct roles and responsibilities:

1.  Executive vs. Non-Executive Directors

Arjun is the CEO of LexNova and also a board member. This makes him an executive director—someone who helps run the company day to day and sits on the board. Executive directors like Arjun know the business inside and out because they work in it every day.

On the other hand, non-executive directors do not work in the company full-time. They are part of the board but do not handle daily operations. Their job is to give independent advice and help keep things in check from the outside.

LexNova is planning to expand its board. Anjali, the head of legal, tells the team, “We need both types of directors—executive directors who know our business well, and non-executive directors who can give us fresh ideas and honest, outside opinions.”

2. Independent Directors: the external perspective

“Independent directors are not just for compliance,” Anjali notes. “They bring credibility with investors and often contribute valuable networks and expertise.“

Section 149(6) of the Companies Act defines an independent director as someone who:

• Having no pecuniary relationship with the company (other than remuneration as a director)
• Not being a promoter or related to promoters or directors
• Not having been a key managerial personnel or employee in the previous three financial years
• Not having material pecuniary relationships with the company, its holding, subsidiary or associate companies
• Holding less than 2% of the voting power in the company

The above is a broadly worded definition. To understand the precise scope and extent of ‘Independent Director,’ I highly advise you to refer to the definition in section 149(6) of the Companies Act itself.

Private companies like LexNova are not mandated to appoint independent directors under the Companies Act, 2013, unless they are subsidiaries of public companies or subject to other regulatory requirements (such as SEBI regulations for listed entities). 

Many private companies, however, still choose to appoint independent directors as part of good corporate governance practices.

Just a heads-up: I will explain the legal thresholds for appointing independent directors in the coming articles, when LexNova actually brings one on board.

3.  Additional, Alternate, and Nominee Directors

The Companies Act also recognises specialised directorship categories:

• Additional Directors: Appointed by the board between two Annual General Meetings (AGMs) and holding office until the next AGM, where their appointment must be regularised by shareholders through an ordinary resolution to continue as directors [Section 161(1)]
• Alternate Directors: Appointed during a director’s absence for a period of not less than three months [Section 161(2)]
• Nominee Directors: Appointed by institutions in pursuance of an agreement or government direction [Section 161(3)]

For LexNova, the immediate concern is the appointment of a nominee director from Indus Ventures—someone who will represent the investor’s interests on the board. A nominee director appointed under section 161(3) represents the investor’s interests but is legally bound by fiduciary duties to act in the best interests of the company under section 166, balancing investor expectations with the company’s overall objectives.

2. Private vs. Public company requirements

As a private limited company, LexNova enjoys certain flexibilities that public companies do not. However, understanding the differences is essential for long-term planning:

Requirement	Private Companies	Public Companies
Minimum Directors	2	3
Maximum Directors	15 (can be increased via special resolution)	15 (can be increased via special resolution)
Women Directors	Not mandatory	At least one
Independent Directors	Not mandatory	At least 1/3 of the total directors
Resident Director	At least one director who has stayed in India for 182+ days in the previous calendar year	At least one director who has stayed in India for 182+ days in the previous calendar year

“We should design our board with future-proofing in mind,” Anjali advises. 

“If we are considering going public someday, we should be aware of those requirements now, even if we do not implement them all immediately.” 

“Future-proofing means preparing for requirements like 

• having at least one-third independent directors under section 149(4), 
• ensuring two-thirds of directors are subject to retirement by rotation as per section 152(6), and 
• establishing mandatory committees like the Audit Committee under section 177 and the Nomination and Remuneration Committee under section 178.”

3. Compliance mandates: Tthe non-negotiables

Even for private companies like LexNova, certain board-related compliances are mandatory:

1. Minimum number of directors

LexNova must maintain at least two directors on its board. Currently, all three founders are directors, plus Vikram, so this requirement is satisfied.

2. Resident director requirement

Section 149(3) of the Companies Act requires at least one director who has stayed in India for at least 182 days in the previous calendar year.

“This actually caught us by surprise,” Arjun admits. 

“When Rahul and I were both travelling for extended periods in 2024 for our international expansion, Meera, who had stayed in India for over 182 days during calendar year 2024, became our only resident director for the 2024-25 financial year. Anjali had to remind us about maintaining this compliance.”

3. Board meetings and quorum

Section 173 mandates that board meetings be held at least once every quarter (four times annually), with not more than 120 days between two consecutive meetings. The quorum for a board meeting is one-third of the total strength or two directors, whichever is higher, as per section 174 of the Act.

“When we were just four directors—the three founders plus Vikram—meeting informally, we did not worry much about quorum or meeting formalities,” Meera recalls. “Now, with Indus Ventures coming in as our fifth director and pushing for proper governance, we need to be structured about notices, agenda, minutes – the whole process.“

The current board situation at LexNova

Before exploring expansion, let us assess LexNova’s current board structure:

• Arjun Mathur: Founder, CEO, Executive Director
• Meera Krishnan: Founder, CTO, Executive Director
• Rahul Sharma: Founder, COO, Executive Director
• Vikram Desai: Angel Investor, Non-Executive Director

All four are designated as directors, with the three founders listed in incorporation documents and Vikram appointed as director following his angel investment. The company has no formal board committees, and meetings have been sporadic and informal.

“I have reviewed all our filings,” Anjali says during a planning session. “The good news is that the basics are in place—all four of you are properly appointed directors with DIN numbers. The gaps are in process and documentation, not legal standing.“

“What about our board dynamics with Vikram as our angel investor-director?” Arjun asks. 

“He has been great as our first external board member, but sometimes I wonder if we need more diverse perspectives as we grow. Vikram brings valuable experience, but you are right that our board could benefit from additional expertise,” Anjali responds. 

“Having four directors currently works well, but Indus Ventures’ nominee will make us five, which gives us room for more structured governance.”

Setting the stage: the board evolution challenge

LexNova now faces multiple board-related challenges that require immediate attention:

1. Formalising board procedures and documentation
2. Appointing Indus Ventures’ nominee director as our fifth board member
3. Considering additional directors for expertise and governance
4. Establishing board committees as operations grow more complex

“This is where company law gets practical,” Anjali tells the founders. “It is not just about knowing the provisions—it is about implementing them in a way that serves your business goals while ensuring compliance.“

The next articles in our series will walk through each step of LexNova’s board evolution, providing practical guidance for similar situations you might encounter in your legal career:

• Article 2 will cover the appointment of new directors, including detailed documentation requirements and procedural steps
• Article 3 will explore director resignations and removals
• Article 4 will focus on how to remove a director
• Article 5 will focus on independent directors—when you need them and how to appoint them
• Article 6 will focus on addressing how to fill board gaps during casual vacancies and appoint an additional director
• Article 7 will examine the importance of appointing an alternate director.

The procedural reality: turning law into action

As LexNova prepares for its board expansion, the legal team begins mapping out the required steps. This process illustrates a critical reality of company law practice: knowing legal provisions is just the beginning—implementing them requires procedural expertise.

Board appointment process flow

1. Identification of candidate(s)
2. Background checks and eligibility verification (ensuring no disqualifications under section 164)
3. Obtain the candidate’s Digital Signature Certificate (DSC) if not already available 
4. Obtain the candidate’s consent to act as director (Form DIR-2) and declaration of qualification (Form DIR-8)
5. Board meeting to approve the appointment via resolution
6. File Form DIR-12 with MCA within 30 days 
7. Update statutory registers and records
8. Obtain shareholder approval at the next AGM for regularisation (if applicable, e.g., for additional or nominee directors)

“This procedural roadmap is what most law schools do not teach,” Anjali notes. “The provisions tell you what is required, but not how to actually execute it step-by-step.“

For LexNova, this means translating Indus Ventures’ request into concrete legal actions, each with its own documentation requirements and deadlines.

Consequences of non-compliance: the legal risks

As Anjali reviewed LexNova’s governance structure, she emphasised the importance of compliance not just for good governance, but to avoid serious penalties. 

“The Companies Act does not just suggest best practices—it mandates them with teeth,” she warned the founders. 

“Failure to comply with board meeting requirements under section 173 can attract penalties under section 172, which states that if a company fails to comply with any provisions related to meetings of the Board of Directors, the company shall be punishable with a fine which may extend to ₹25,000, and every officer in default shall be punishable with a fine which may extend to ₹5,000.” Rahul looked concerned. 

“What about our resident director requirement? What happens if we mess that up during our expansion?” “Non-compliance with the resident director requirement under section 149(3) can lead to penalties as specified in the Act,” Anjali explained. 

“Additionally, it could create operational challenges as certain filings and compliance matters require director authentication.” Meera nodded thoughtfully. 

“And I assume there are consequences for incorrect or delayed filings when we appoint new directors?” “Absolutely,” Anjali confirmed. 

“Late filing of Form DIR-12 attracts additional fees based on the period of delay, and continued non-compliance can lead to more serious consequences. The MCA portal flags companies with compliance issues, which can affect your reputation with both regulators and potential investors.” Arjun leaned forward, suddenly more engaged in the governance discussion. 

“So it is not just about ticking boxes—there are real business implications?” “Precisely,” Anjali said firmly. 

“Beyond penalties, non-compliance can jeopardise fundraising, create personal liability for directors, and even lead to disqualification in serious cases. Good governance is not just a legal obligation—it is a business asset.” 

This sobering discussion reinforced for the founders that corporate governance was not merely administrative overhead, but a critical foundation for their growing business.

Practical mindset: from legal theory to business implementation

As our series continues, I will maintain a consistent focus on bridging legal theory with business reality. 

This approach reflects what successful corporate lawyers actually do—they do not just advise on what the law requires, but help implement those requirements in ways that advance business objectives.

For LexNova, board restructuring was not just about legal compliance rather it’s about creating a governance structure that supports the next phase of growth. 

Every legal recommendation should be evaluated not just on its technical accuracy, but on how it helps or hinders business goals.

“When we were discussing board expansion, Anjali did not just list legal requirements. She asked about our five-year plan, potential acquisitions, and international expansion. Then she structured governance recommendations that would support those goals while maintaining compliance.“

This business-first approach to legal practice is what separates effective corporate lawyers from those who merely recite provisions. As you progress through this series, consider how each legal concept applies to both compliance needs and strategic objectives.

Key takeaways

As I conclude this first installment, remember these essential points:

1. Board structures evolve with company growth: What works for early-stage startups becomes inadequate as companies add employees, investors, and complexity.
2. Know the director types: Executive, non-executive, independent, nominee, additional, and alternate directors each serve different purposes in corporate governance.
3. Compliance varies by company type: Private companies like LexNova have different requirements than public companies, but understanding both sets of rules helps with long-term planning.
4. Process matters as much as provisions: Effective corporate lawyers excel not just in knowing legal requirements, but in implementing them procedurally.
5. Connect legal advice to business goals: Frame governance recommendations in terms of how they support strategic objectives, not just how they satisfy regulatory requirements.

In my next article, I will tackle LexNova’s immediate challenge: the formal appointment of Indus Ventures’ nominee director to the board. I will walk through 

• the exact documentation, 
• board resolutions, and 
• filing requirements, giving you practical tools for similar scenarios in your own practice.

Until then, remember what Anjali told LexNova’s founders: “Good governance is not just about checking boxes, it is about creating the structure for good decisions that will shape your company’s future.“

Frequently asked questions

1. What advantages might LexNova gain from expanding its board beyond the minimum requirements?

In my experience advising growth-stage startups, boards expanded beyond minimums to bring specialised expertise that founders often lack. At a previous client, adding a finance expert helped secure Series B funding easily. LexNova would gain strategic networks, industry perspective, and specialised knowledge that complement the founders’ technical brilliance—benefits that typically outweigh the additional governance complexity.

2. How would you advise the founders on balancing control with the benefits of diverse board perspectives?

I would recommend what worked for my fintech client: maintain founder majority initially while bringing in key expertise. 

Establish clear voting rules, reserve matters, and committee structures. 

I have seen founders resist diverse views only to regret it later. The strongest boards combine founder vision with external wisdom.

3. What specific board committees might benefit LexNova at its current stage, and why?

From my experience working with similar-sized startups, an Audit & Risk Committee would be most valuable now, given their investor scrutiny and upcoming expansion. 

I have seen compliance issues derail growth plans. 

Later, add Nomination/Remuneration as team expansion becomes critical. Start small with focused committees rather than creating unnecessary bureaucracy.

4. How might LexNova’s governance needs differ from those of a traditional manufacturing company of similar size?

In my practice, tech startups like LexNova need governance that enables rapid decision-making and pivots while protecting IP. 

Manufacturing clients prioritise operational oversight and asset management instead. 

I once advised parallel companies—the tech firm needed flexible board processes with digital approvals, while the manufacturing business required more structured capital expenditure reviews.

5. What director qualifications would you prioritise when advising LexNova on potential independent directors?

I would prioritise Software as a Service (SaaS)  experience and legal-tech domain expertise. 

Last year, I helped a client recruit a director who understood both compliance technology and enterprise sales—this combination proved invaluable. 

Given LexNova’s expansion plans, international business experience should rank highly too. Look for someone who has navigated similar growth phases successfully.