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Checklist for appointment of independent director

Avneesh Mishra (CS Trainee)     26 February 2015

Avneesh Mishra
CS Trainee 
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  1. Obtain the Consent in Form DIR-2 pursuant to section 152(5) and rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014
  2. Obtain Form DIR-8 (Intimation by the Director) from the appointee director pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014
  3. Obtain Form MBP-1 from the appointee director (Notice of Interest by Director) pursuant to Section 184(1) & rule 9(1)
  4. Obtain the declaration confirming independence ( u/s 149(6) of the 2013 Act)
  5. *Pass the Board Resolution for the appointment of Independent Director
  6. File Form DIR- 12 within 30 days from the appointment of the Director
  7. Approve the appointment of Independent director at the General Meeting held after the Board Meeting

*The Companies can appoint a person as an additional director in accordance with section 161 of the 2013 Act and thereafter appoint him at the Annual General Meeting as an independent director by complying with the provisions of section 160 of 2013 of the Act. Deposit of one lakh rupees has to be obtained from Member or the Director proposing the candidature before 14 days from the date of General meeting as per section 160 of the Act

Section 160. (1) A person who is not a retiring director in terms of section 152 shall, subject to the provisions of this Act, be eligible for appointment to the office of a director at any general meeting, if he, or some member intending to propose him as a director, has, not  less than fourteen days before the meeting, left at the registered office of the company, a notice in writing under his hand signifying his candidature as a director or, as the case may be, the intention of such member to propose him as a candidate for that office, along with the deposit of one lakh rupees or such higher amount as may be prescribed which shall be refunded to such person or, as the case may be, to the member, if the person proposed gets elected as a director or gets more than twenty-five per cent. of total valid votes cast either on show of hands or on poll on such resolution.

(2) The company shall inform its members of the candidature of a person for the office of director under sub-section (1) in such manner as may be prescribed.

Avneesh Mishra.

Desai (CS)     23 March 2015

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1) please suggest is it ok if we appoint todaysiuppose additional non executivedirector and in next AGM  which will be held in seo-2015 , make him Indepednet director for 5 years.


as we do not forsee any general meeting sowait till next agm is ok ?? or we have to specially call gm for appointing him as ID ???





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