APPOINTMENT OF AN ADDITIONAL DIRECTOR IN CASE OF PRIVATE COMPANY/ PUBLIC COMPANY
AN INTRODUCTION
If a Company wants to appoint a Director in the Company during the year other than the Annual General Meeting (AGM) of the Company, then it can appoint the person as an Additional Director in the Company.
The articles of a company may confer on its Board of Directors the power to appoint any person, other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.
As the tenure of Additional Director of the Company is only till ensuing AGM of the Company, therefore, the Director is required to be regularized in AGM to continue as Director in the Company after the AGM of the Company.
PROCEDURE
Step 1: Check whether Articles of Association (AOA) of the Company contains the authorization to appoint Additional Director in the Company.
If there is no such authorization in AOA, then amend the AOA to have enabling clause for appointment of an Additional Director,
Step 2:Obtain Digital Signature Certificate (DSC) of the person proposed to be appointed as Additional Director,
Documents and details required to obtain DSC:
- Identity proof of applicant (Passport/PAN Card/ Driving License),
- Address proof of applicant (Passport/Driving License/Electricity bill/Gas bill/Mobile postpaid bill/ Bank statement/ Voter ID/ any other bill on the name of applicant on which his address is mentioned),
- Passport sized photograph of the applicant,
- E-mail ID of the applicant
- Phone Number of the applicant
Step 3:Obtain Director’s Identification Number (DIN) by filing MCA based e-form DIR-3
Documents and details required to obtain DIN in e-form DIR-3:
- Identity proof of applicant (Passport/PAN Card/ Driving License etc.),
- Address proof of applicant (Passport/ Electricity bill/ Gas bill/ Mobile postpaid bill/ Bank statement/ Voter ID/ any other bill on the name of applicant on which his address is mentioned)
- Passport (mandatory requirement, only if applicant is holding passport),
- PAN number, Voter identity card number, Passport number(if any), Driving License number (if any), Aadhaar Number,
- Passport sized photograph of the applicant,
- Occupational details and educational qualification of the applicant.
Step 4: Send the Notice in writing, for convening the Board meeting to discuss the agenda for appointment of Additional Director in the Company, to every Director of the Company at his address registered with the company, at least 7 days before the date of Board Meeting.
Such notice shall be sent by hand delivery or by post or by electronic means,
Step 5: Hold the Board Meeting and pass the Board Resolution for the Appointment of Additional Director (either executive/ non-executive director, as the case may be) u/s 161 of Companies Act, 2013 and decide an effective date of appointment of the proposed Additional Director
Step 6: Issue a letter of Appointment to the proposed Additional Director of the Company,
Step 7:File MCA based e-form DIR-12*within 30 days of the effective date of appointment of the Director.
*Attachments required to be filed in the e-from DIR-12 are as follows:
- Consent in writing to act as Director taken from proposed Director in form DIR-2,
- Intimation by Director that he is not disqualified under section 164(2) of the Companies Act, 2013 in form DIR-8,
- Disclosure of Interest by Director in form MBP-1,
- Appointment Letter issued by the Company,
- Certified true copy of the Board Resolution passed for the appointment of Additional Director.
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