The board of Directors is the supreme authority having the management and control of the affairs of a company. They have a fiduciary duty to the company and its shareholders, which means to say that they are responsible for conducting the affairs of the company in a way that ensures success and profitability and thus enhancing the image of the company and its reputation. Section 149 of the Companies Act, 2013 provides for the constitution of the Board of directors. As per section 149, a Private Limited Company is required to have a minimum of two Directors and a Limited Company is required to have a minimum of three Directors.
A company shall have a maximum of 15 directors. However, a company may appoint more than 15 directors by passing a special resolution.
The change in the directorship of a company is possible at any time as and when needed.
ADDITION OF DIRECTOR
PROCEDURE FOR APPOINTMENT OF DIRECTORS
1. Call a board meeting and pass a board resolution for appointment of the directors and authorizing a director to file form and other documents necessary to comply the requirements of the provisions and Act.
2. Call a GM where the resolution will be passed subject to the approval of the shareholders.
3. Obtain Digital Signatures and DIN of the Director so appointed.
4. File e-form DIR-12 with the Registrar.
DOCUMENTS REQUIRED AND ATTACHED IN FORM DIR 12
- Consent in writing to act as Director in Form DIR-2
- Declaration that Director is not disqualified.
- Copy of Board resolution.
RESIGNATION OF DIRECTOR (Section 168 of the Companies Act, 2013)
- A director may resign from his office by giving a notice in writing to the company.
- The notice of resignation may be filed by the director with the registrar in e-form DIR-11 within 30 days of resignation.
- On receipt of the notice given by the director, the Board of Directors must present the same in the General Meeting to the shareholders so that they are informed of the same.
- The Company must file e-form DIR-12 with the registrar within 30 days of receipt of notice of resignation.
- The effective date of resignation will take effect from:
– the date on which the notice is received by the company.
– the date specified by the director in the notice.
Whichever is later.
REMOVAL OF DIRECTOR (Section 169 of the Companies Act, 2013)
As per section 169 of the Companies act, 2013 a company may remove a director before the expiry of the period of his office by passing an ordinary resolution after giving the director a reasonable opportunity of being heard.
PROCEDURE FOR REMOVAL OF DIRECTOR
1. A special notice shall be sent to the company for the removal of the director at least 14 days before the general meeting.
2. The company shall send a copy of special notice to the director concerned.
3. The director concerned shall have a right to make a written representation against his removal.
4. The company shall give notice of the resolution for the removal of the director to all the necessary persons at least 7 days prior to the general meeting along with-
i. A copy of written representation
ii. Fact of written representation made by the director
5. Where circulation of written representation is not possible, the director may require it to be read out at the meeting.
6. The company shall file e-form DIR-12 with the registrar within 30 days from the date of passing resolution.
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Disclaimer: The above article is only for information purpose and is on based on the author’s interpretation of the relevant provision. The same should not be considered as professional advice.
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