Skip to main content

Procedure for appointment of Additional Director in a Company.

Changes in the composition of Boards are strategic in nature and generally involve a lot of planning. However, sometimes it may be necessary to appoint a Director in the Company on an urgent basis due to statutory requirements or for any other reason. In such cases, it is generally suggested to appoint an Additional Director on the Board of the Company which can be done by following a few simple steps as given below:

1) Take prior consent from the proposed Director in Form DIR-2 for his appointment as an Additional Director of the Company;
 
2) Send a notice to the Board of Directors of the Company at least 7 days before the date of the Board Meeting; 
Note a) A meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting. In case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director, if any. 
Note b) The resolution for the appointment of an Additional Director can be approved through circulation.

3) Hold a Board Meeting and approve the resolution for the appointment of the Additional Director in the Company;

3) File Form DIR-12 with the Registrar of Companies within 30 days of approval of the resolution by the Board. 

Attachments of Form DIR-12 

1) Declaration of Interest in Form DIR-8 and MBP-1 by the proposed Director;
2) Consent to act as a Director in Form DIR-2 along with the ID and Address Proof of the proposed Director;
3) Board Resolution/Circular Resolution for appointment as Director;
4) Appointment Letter issued to the new Director.

Note: It may be noted that the Additional Director shall hold office up to the date of the ensuing Annual General Meeting ("AGM") of the Company. Further, the Additional Director may be regularized by the Shareholders at the AGM of the Company by an Ordinary Resolution in this regard. 

Comments

Post a Comment

Popular posts from this blog

Procedure for change of name of a Company as per the provisions of Companies Act, 2013

Many a time management of the Company may decide to change the name of the Company which may be due to various reasons like change of the objects of the Company, re-branding, conversion from Private to Public Limited or otherwise.   Given below is the procedure to change the name of a Company: 1)     Call a meeting of the Board of Directors of the Company by giving a notice of not less than 7 Days or a shorter notice may also be given as per the provisions of the Companies Act, 2013; Note: The resolution for considering the change of name may be approved through circulation. 2)    Hold the Board Meeting and get the resolution for change of name approved by the Board of the Company;   3)     Apply for the new name of the Company through RUN Service of MCA along with the following attachments: a)     Copy of the Board resolution as approved by the Board for change of name; b)     NOC from the trademark holder ...
Post a Comment
Read more

Payment of Stamp Duty on Share Certificates in Gurgaon, Haryana.

  Procedure for payment of Stamp Duty in Haryana: 1. Preparation of relevant documents: As a first step, the Company should prepare the following documents for submission to the authority:  Application along with INR 10 Court Fee Stamp; Copy of Share Certificates; Certified copy of Board Resolution; Certified Copy of PAN Card of the Company; Copy of Memorandum and Articles of Association of the Company; Copy of Form PAS-3, as filed with Registrar of Companies; List of Directors of the Company; List of Share Certificate Holders of the Company; Authority Letter in favour of Company Secretary/ Chartered Accountant for submission of documents to the authority. Note: It should further be noted that Every page of above documents should be signed by a Director of the Company and should also be stamped with the Company Stamp. 2. Submission of documents to the “Revenue Department”, Haryana. All the above documents shall thereafter be submitted to the Revenue...
Post a Comment
Read more

Legal Entity Identifier l LEI l Change in authorized official/authorized signatory on LEI Portal l Letter of Authority for Legal Entity Identifier l

Ever wondered how can you change the authorized signatory/authorized official on the website of the Legal Entity Identifier India Limited.  It is a general practice to authorize the employees of the company to undertake various statutory registrations and compliances. However, companies often feel stuck when their authorized employees leave the organization.  In today's blog, we will help you with the procedure to change the authorized signatory/authorized official of the company on the LEI Portal.  1) Board's Authorization The first and foremost step for changing the authorized signatory is to get the approval of the board for revoking the authorization granted to the existing employee (who is leaving the organization) and to authorize another official in this regard. This can be done in a duly convened board meeting or by way of a circular resolution. 2) Execution of Letter of Authority Once the board has authorized another official of the company, a "Letter of Authorit...
1 comment
Read more