Procedure For Appointment of Nominee Director


As per the provisions of Section 161(3) of Companies Act, 2013 Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company.

Procedure For Appointment of Nominee Director

1. Check whether Articles of the Company contain power/authorisation to appoint Nominee  Director read with Section 161(3) of the Companies Act, 2013. If  Not, then alter the Articles of the company to have enabling clause for appointment of Nominee Director. As per the provisions of articles of the company receive nomination letter in favor of appointee Nominee 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 Nominee Director u/s 161 of Companies Act, 2013.  

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

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