Article discusses Procedure for the appointment of Additional director, Procedure of Regularisation of Additional Director as Normal director and ROC Forms required to be filed for Additional director.
Relevant Sections: [161(1), read with 152, 153, Schedule I Table F Regulation 66 AOA of Companies Act, 2013]
Generally, every director shall be appointed by the members in General Meeting of the Company, but appointment of an Additional Director is an exception to this, accordingly:
Procedure for the appointment of Additional director:
Procedure of Regularisation of Additional Director as Normal director:
- Hold Board Meeting for calling AGM.
- Dispatch Explanatory Statement along with Notice of AGM to the members.
- Hold General Meeting and pass Ordinary Resolution for the appointment as Director.
- Filling of E Form DIR 12 with the registrar for the intimation of Change in Designation i.e. from Additional director to Director of the Company.
- Maximum No. of Additional Directors: Max. no. as fixed by AOA.
- Power to appoint: shall authorize under Articles of Association (AOA)
- Powers of Additional Director: Same as of Normal Director
- Vacation of Office: Shall vacate office up to the date of next AGM.
Forms:
1. E Form DIR 3: Application for allotment of DIN
2. DIR 2: Consent to act as a Director
3. DIR 8: Not Disqualified to be appointed as a director.
4. MBP 1: Disclosure of Interest
5. E Form DIR 12: Particulars of appointment of Directors and changes among them.
About the Author
Author is Simran Kaur, working as CS Trainee with Neeraj Bhagat & Co., Chartered Accountants, a Chartered Accountancy firm helping foreign companies in setting up business in India and complying with various tax laws applicable to foreign companies while establishing their business in India.
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