Procedure for appointment of additional director in private

Ankur Garg (Company Secretary and Compliance Officer)   (114773 Points)

24 May 2014  

Dear All,

 

I would like to compile the procedure for appointment of Additional Director in Private Company (Purely Private) taking the route of appointment of Director by Board. Please go through the procedure and relevant documentation listed below and share your opinion/correct the procedure.

 

  1. Check whether articles of the Company contain power/authorisation to appoint Additional Director read with Section 161(1) of the Companies Act, 2013.

 

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

 

  1. Collect following Documents/Consent/Declaration from the proposed director:

 

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

 

  1. 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.

 

  1. 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.

 

  1. Hold a board meeting to pass following 2 resolutions:

 

  1. Board Resolution for appointment of Additional Director u/s 161 of Companies Act, 2013.  
  2. Board Resolution for taking note of Disclosure of Interest in Form MBP.1 u/s 184 of Companies Act, 2013.

 

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

 

  1. File form MGT.14 with ROC for filing resolution passed for taking note of Disclosure of Interest in Form MBP.1 u/s 184 of Companies Act, 2013.

 

  1. Make necessary entries in the Register of Directors along with their Shareholding, if any, maintained u/s 170 of Companies Act, 2013.

 

Regularisation of Additional Director

Additional Director appointed by a Private Company Shall be regularized at the ensuing AGM u/s 160 of the Companies Act, 2013. In erstwhile Companies Act, 1956, corresponding section for Regularisation of Additional Director was Section 257 which was not applicable to a Private Company.

 

However, under Companies Act, 2013, section – 160 is available to Private Company for the purpose of Regularisation of Additional Director.

 

Request you all to guide about the procedure mentioned above.

 

 

Regards

CS Ankur Garg