After good response on my previous article, ‘E-Form ACTIVE INC-22‘, I wish to share piece of knowledge on appointment of additional director. Section 161 of the Companies Act, 2013 governs this area.
Any Individual can be appointed as an Additional Director by a company under section 161 of the Companies Act, 2013.
If the Board of Directors needs one more director to be appointed in company due to any reason and neither can wait till the upcoming AGM nor want to hold an EGM, then Board can appoint an additional director.
POINTS TO BE REMEMBERED
> Ensure that the director to be appointed by board of directors is not such a person who has failed to get appointed as a director in a general meeting. If a proposal is made in General Meeting for appointment of a person as Director and the shareholders didn’t pass the resolution and that person fails to get appointed as a director in a general meeting, then that person can’t appoint as additional director.
> Ensure that Board of directors are allowed by Articles of the company to appoint Additional Director.
> Ensure maximum number of directors don’t exceed the after appointing additional director because additional director is counted in the limit prescribed under section 149(1).
> The individual who will be appointed as an additional director must have an Active DIN.
PROCEDURE
> Firstly check whether Articles of company contains power to appoint additional director as per section 161(1) of the Companies Act, 2013 otherwise alter the Articles and insert the required provision.
> Secondly check whether such individual have DIN, otherwise apply in DIR-3.
> Call the Board Meeting.
> Pass the board resolution for appointment of Additional Director.
> Documents to be deposited by such individual to the company
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- DIR-2 – Consent to act as a Director of a Company as per to Rule-8 of Companies (Appointment & Qualification of Director) Rules, 2014
- DIR-8- Intimation by Director to the effect that he/she is not disqualified u/s 164(2) of Companies Act, 2013
> File DIR-12 to Registrar of Companies within 30 days from passing Board Resolution. Attachments for DIR-12 as follows
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- Signed copy of Board Resolution
- DIR-2 by such individual
> Also ask for MBP-1- Disclosure of Interest as per Section 184(1) read with Rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014 from additional director.
Make sure MBP-1 should not be dated earlier than date of appointment as Director.
Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided. All efforts have been made to provide you comprehensive knowledge about the form and its application. In case, you need any professional assistance; drop us an email or whatsapp.
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Is DIR-12 to be filed within 30 days from passing Board Resolution or 30 days from date of change? So an ID’s term ends on Feb 12th but a Board resolution for their reappointment for 2nd term was passed on Jan 15th. So what would be the last date for filing DIR 12?