Procedure For Appointment of Additional Director


As per the provisions of Section 161(1) of Companies Act, 2013 The articles of a company may confer on its Board of Directors 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 at any time who shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.

Procedure For Appointment of Additional Director

1.    Check whether Articles of the Company contain power/authorisation to appoint Additional Director read with Section 161(1) of the Companies Act, 2013. If  Not, then alter the Articles of the company to have enabling clause for appointment of Additional Director.

2.      Collect DIN number of the proposed director u/s 153 read with from DIR-3 and DIR-4.

3.      following Documents/Consent/Declaration from the proposed director:

i.     Consent in writing to act as Director in form DIR-2 pursuant to Rule-8 of Companies (Appointment & Qualification of Directors) Rules, 2014.

ii.     Intimation in Form DIR-8 pursuant to Rule-14 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he/she is not disqualified u/s 164(2) of Companies Act, 2013.

iii.    Disclosure of Interest in Form MBP.1 pursuant to section 184(1) read with rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014. Remember one thing MBP.1 should not be dated earlier than date of his/her appointment as Director. However, if there is nothing to disclose on the part of new Director, then form MBP.1 may be collected later as and when his interest created in specified entities.

4.      Hold a board meeting to pass Board Resolution for appointment of Additional Director u/s 161 of Companies Act, 2013.  

5.     File form DIR.12 with ROC as return of appointment of Additional Director within 30 days from passing board resolution for appointment.

Related Post :
Next Post »