APPOINTMENT OF DIRECTORS

• – Additional Director
• – Alternate Director
• – Nominee Director and
• – Casual Vacancy

Additional Director

Alternate Director

Nominee Director

Nominee Director is appointed by Board only if nominated by

• – Central Government/ State Government by virtue of their shareholding in Government Company;
• – Any institution as per provision of any law for the time being in force or of any agreement.

Further a Nominee director shall not considered as Independent Director as he has financial interest in the Company.


Appointment in case of Casual Vacancy

1. It removed the word in Public Company in the clause indicating that casual vacancy of director arises not only in Public Company and

2. Further, it inserted a clause that such appointment shall be approved by the members in the immediate next general meeting.

The amendment clauses are in effect from 09.02.2018.

Procedure to appoint director

The Procedure to appoint a director can be divided into 3 phase:

1. Pre Board Meeting procedure

2. Conduct of Board Meeting

3. Post Board Meeting Compliances



PRE BOARD MEETING PROCEDURE

1. The very first step is to check the Articles of the Company through which power to appoint Directors has been delegated to the Board.

2. Check the candidature of the person proposed to be appointed and does not suffer from any disqualification.

3. Obtain his consent in Form DIR-2 and also he has been allotted a valid DIN.

4. Issue notice at least 7 days prior the date of Board meeting. However, Board meeting may be held at a shorter notice provided consent has been received from director before meeting.

5. Circulate agenda items to be discussed alongwith candidature of the proposed director.


CONVENE BOARD MEETING

1. Ensure that the Chairman takes the Chair within 15 minutes of the scheduled time. If the Company does not have a Chairman or Chairman fails to arrive within time, the Board may appoint any other person as the Chairman of the Meeting.

2. Ensure proper quorum is present in the meeting.

3. Leave of absence to be given to the Directors who could not attend the meeting.

4. Pass resolution for appointment of Director

5. Discuss all other agenda items and close the meeting with vote of thanks.


POST MEETING COMPLIANCES

1. Prepare and circulate minutes of the meeting as per Secretarial standards.

2. File for DIR-12with ROC within 30 days of appointment and make the payment.


CONCLUSIONS