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Appointment of additional director

anmol gupta (ARTICLE) (66 Points)

21 September 2014

Sir what is the procedure to appoint a additional director in a private limited company ? I had already applied for din 6 months ago in form DIN 1. What to do now ?

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CS Mitesh Mehta (Company Secretary) (17139 Points)
Replied 22 September 2014

First Check whether Articles (AOA) of the Company contain power/authorization to appoint Additional Director read with Section 161(1) of the Companies Act, 2013. {If there is no provisions in Articles of the Company then Alter the Articles of the company to have enabling clause for appointment of Additional Director.
Second Check whether such person have DIN No. or Not. If such person doesn’t have DIN No. then Apply for DIN.
Following documents are require from director to appointment him as additional director.
- Consent in writing to act as Director in Form DIR-2 pursuant to Rule-8 of Companies (Appointment & Qualification of Director) Rules, 2014-
- Intimation by Director in form DIR-8 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, 2014.-
- 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. {One thing should be noted 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, even then also require to take form MBP-1 from Director. (NIL disclosure is also a disclosure under section 184(1).

After receiving all the documents from the director:-

Call the Board Meeting.
Pass Resolution for appointment of Additional Director.
Issue Letter of Appointment.
File e-form DIR-12 [Along with CTC+ Consent + Letter of Appointment)
File e-form MGT-14[For disclosure of interest in MBP-1]

Now this person will be Additional Director Till AGM of company. If company want to appoint him as director then regularize the person as director in General Meeting by Share holder Resolution. File form DIR-12 for Change in Designation of Director along with ordinary resolution.

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