Additional director appointment

This query is : Resolved

Rajendra Mehta (Querist)
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22 October 2014 Dear sir,

There are 3 directors in a Public Ltd Company.

One of the directors wants to resign. Minimum directors required is 3.

So by appointing additional director and than resigning the existing director can fit the requirement of minimum directors of 3.

Please explain
Also provide me procedure for appointing the additional director and resignation of existing direector.

Please explain in details.

Thanks

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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22 October 2014 Yes.

By appointment of additional director you can comply with the requirement of minimum 3 directors

PROCEDURE FOR APPOINTMENT OF ADDITIONAL DIRECTOR
• Following documents are require from director to appointment him as additional director.
o Consent in writing to act as Director in Form DIR-2 pursuant to Rule-8 of Companies (Appointment & Qualification of Director) Rules, 2014-
o 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.-
o 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}. -

• Call the Board Meeting.
• Pass Resolution for appointment of Additional Director.
• File e-form DIR-12 [Along with CTC+ Consent)
• 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.

PROCEDURE FOR RESIGNATION.

1. The Director intending to resign shall send notice in writing to the Company. The resignation of a director shall take effect from:
• The date on which the Notice Is Received by the company or
• The Date, If Any, Specified by The Director in the notice, whichever is later.
2. The director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.
3. The law has caste duty upon the Director Resigning, to File Form DIR- 11 (Company shall file form DIR 12) and
• Mention therein the Reason for Resigning.
• Enclose the copy of Notice sent to the Company.
• Enclose Proof Of Dispatch.
• File the said form within 30 days of resignation along with the prescribed filing fees.

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