APPOINTMENT OF ADDITIONAL DIRECTOR
APPOINTMENT OF ADDITIONAL DIRECTOR
The Directors are the person who controls the day to day affairs of the Company on behalf of the Promoters/Shareholders. As per Section 2(34), of the Companies Act, 2013, “director” means a director appointed to the Board of a company. They are the person who are appointed by the shareholders in the Company. Section 152 (2) of the Act, states that “ Save as otherwise expressly provided in this Act, every director shall be appointed by the company in general meeting”. This implies that there are certain exception when Directors can be appointed by the Board. In case of emergency and urgency, it may not be possible to conduct general meeting at a shorter notice. Therefore the power may be delegated to the Board through the articles of the Company to appoint directors of the Company on behalf of the shareholders. Pursuant to the provision of Section 161 of the Companies Act, 2013, the Board of Directors of the Company can appoint the following directors:
- – Additional Director
- – Alternate Director
- – Nominee Director and
- – Casual Vacancy
Additional Director is a Director appointed by the Board of Directors who shall hold office up to the forth coming of Annual General Meeting or on the last day on which AGM should have been held. He is called additional director because he is a person holding the position of Director without the approval of shareholders. His appointment is valid till the AGM and in case no AGM held, till the last day on which AGM should have been held. Following is the procedure for appointment of Additional Director
- Director Identification Number (DIN) & Digital Signature Certificate (“DSC”) – Check whether the person have DIN No. or Not. If such person doesn’t have DIN No. then Apply for DIN and DSC. Following documents are required for same.
- a. For Digital Signature Certificate
- i. Signed Original Application Form
- ii. One Color Photograph of the propose director
- iii. Photograph should be crossed signed on the application;
- iv. Email Address
- v. Mobile Number
- vi. Signed Copy of PAN
- vii. Signed Copy of Address Proof –Passport, Driving License, Latest Utility Bills (Not Older than 3 Months), Bank Account Statement (With Last 2 months Transactions), Voter ID
- b. For Director Identification Number
- i. One Color Passport size Photograph
- ii. Area of Occupation (whether Self Employed / Professional/ Homemaker/ Student/ Servicemen)
- iii. Educational Qualification
- iv. Present and permanent residential address
- v. Valid Email Address
- vi. Mobile Number
- vii. For Obtaining DIN the applicant must have the Digital Signature.
- viii. Self-Attested Copy of PAN
- ix. Self-Attested Copy of Address Proof- passport, election card,driving license, electricity bill, telephone bill (not older than 2 months in the name of applicant only) or aadhaar. Form DIR-4 (declaration) on Rs. 10 stamp paper duly notarized;
- Documents – The proposed Director shall give the following signed documents before appointment
- a. DIR 2- Consent to act as Director
- b. DIR-8-Decleration that the proposed Director is not disqualified for being appointed as Director of Company.
- Board Meeting- Call Board Meeting pass the necessary Board Resolution for appointment of Director as an Additional Director and take “MBP-1- Disclosure Of Interest In Other Entities” from new director after appointment.
- Filing of DIR-12-File DIR-12 for appointmentof Additional Director with Ministry of Corporate Affairs within 30 days of passing the Board Resolution.
- Entries in Register-Make necessary entries in the Register of Directors and their Shareholdings.
Please note that tenure of Additional Director is only till next Annual General Meeting (“AGM”),if the Additional Director require to continue after AGM than he has to be reappointed be the members following procedure is to be followed
- Ordinary Resolution –Pass an Ordinary Resolution in the AGM for appointment of Director in pursuance of Section 152 of Companies Act 2013.
- File DIR-12 –Again file DIR-12 for appointment as Director with Ministry of Corporate Affairs within 30 days of filing of AGM.