Appointment of Additional Director

Appointment of Additional Director

posted 18 Feb 2015, 04:25 by CA Kunjan Shah

Additional Director-

The Board of Directors has 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 under section 161(1) of the Companies Act, 2013 applies to all companies public or private. The additional director should hold office upto next annual general meeting.

Applicability for appointment
  1. Any Individual can be appointed as Additional Directors by a company under section 161.
  2. The articles of association of the company may confer on its Board of director the power to appoint additional director.
      
Procedure for Appointment of Additional Director
  1. The articles of association of the company may confer on its Board of director the power to appoint additional director.
  2. Collect the DIN  number of proposed director u/s 153 read with from DIR 3 and DIR 4.
  3. Collect following Documents/Consent/Declaration from the proposed director:
  • The company has to get consent from proposed director by filling form DIR 2.
  • Intimation in DIR-8 that the proposed director is not disqualified u/s 164(2) of Companies Act,2014.
  • The proposed director have to disclose the interest in form MBP.1 pursuant to section 184,but it should not be earlier dated than date of appointment as director.However if the proposed director if there is nothing to disclose, then form MBP.1 may be later be collected as and when his interest is created in specified entities.
Hold a board meeting to pass following 2 resolutions:   Board Resolution for appointment of Additional Director u/s 161 of Companies Act, 2013.   Board Resolution for taking note of Disclosure of Interest in Form MBP.1 u/s 184 of Companies Act, 2013.   File form DIR.12 with ROC as return of appointment of Additional Director within 30 days of passing board resolution for appointment.   File form MGT.14 with ROC for filing resolution passed for taking note of Disclosure of Interest in Form MBP.1 u/s 184 of Companies Act, 2013.   Make necessary entries in the Register of Directors along with their Shareholding, if any, maintained u/s 170 of Companies Act, 2013.



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