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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. 

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