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.
> 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
> File DIR-12 to Registrar of Companies within 30 days from passing Board Resolution. Attachments for DIR-12 as follows
> 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.
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