Directors of a company holds a
crucial position in the company and are now generally included in
the definition KMP under 2(51) of the Companies Act, 2013.
Any Individual can be appointed as Additional
Directors by a company under section 161 of the New Act.
- Company
must be authorized by AOA for the appointment of Additional Director, if not
than alter the AOA first by passing Special resolution and filing of MGT 14
within 30 days of passing of resolution.
- Obtain
the DIN for proposed director by filling DIR-3
- After
that obtain the following documents from the proposed director:-
- Consent in writing to
act as Director in Form DIR-2 (attached) pursuant to Rule-8 of
Companies (Appointment & Qualification of Director) Rules, 2014
- Intimation by Director
in form DIR-8 (attached) 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 (attached) 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). **
4. After receiving the above
mention documents:-
- Call
the Board Meeting.
- Pass
Resolution for appointment of Additional Director.
- Issue
Letter of Appointment.
- File
e-form DIR-12 [Along with resolution + Consent + Letter of
Appointment - attached)
- 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 wants 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.
CERTAIN IMPORTANT POINTS TO BE KEPT IN MIND
à
If a
proposal is made in General Meeting for appointment of a person as Director, if
resolution got failed not passed in that meeting and that person fails to get
appointed as a director in a general meeting, then that person can’t appoint as
additional director.
à
The
additional director has to be appointed till date of next AGM or last date, on
which AGM should have been held, whichever is earlier.
RELEVANT ATTACHMENT
FORM DIR-2
Consent to
act as a Director of a Company
[Pursuant to section 152(5) and rule 8 of Companies (Appointment
and Qualification of Directors) Rules, 2014]
To,
___________________Limited,
_________________________
Jodhpur- 342001, (Raj.)
Subject:
Consent to act as a Director
I,
______________, hereby give my consent to act as
director of ______________ Limited pursuant
to sub-section (5) of section 152 of the Companies Act, 2013 and certify that I
am not disqualified to become a director under the Companies Act, 2013:
1.
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Director Identification Number (DIN)
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:
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2.
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Name (in full)
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:
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3.
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Father’s Name (in full)
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:
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4.
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Address
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:
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5.
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E-mail id
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:
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6.
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Mobile no.
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:
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7.
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Income-tax PAN
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:
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8.
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Occupation
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:
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9.
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Date of Birth
|
:
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10.
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Nationality
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:
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11.
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No. of companies in which I am already a
Director and out of such companies the names of the Companies in which I am a
Managing Director, Chief Executive Officer, Whole Time Director, Secretary,
Chief Financial Officer, Manager
|
:
|
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12.
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Particulars of membership No. and
Certificate of practice No. if the applicant is a member of any professional
Institute.
|
:
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Declaration
I declare that I have not been convicted of
any offence in connection with the promotion, formation or management of any company
or LLP and have not been found guilty of any fraud or misfeasance or of any
breach of duty to any company under this Act or any previous company law in the
last five years. I further declare that if appointed my total Directorship in
all the companies shall not exceed the prescribed number of companies in which
a person can be appointed as a Director.
Place: Jodhpur Signature:
_________________
Date: 15/03/2016 Designation:
Director
Attached:
1. Proof of Identity
2. Proof of Residence
LETTER OF APPOINTMENT
Date:-15/03/2016
To
____________________
_____________________
Jodhpur-342312, Rajasthan
Subject:
- Appointment as Additional Director of our Company.
We are pleased to
confirm, that the board of directors of the Company has appointed you as an Additional Director on the Board of
Directors of the Company with immediate effect to hold office up to the date of
the next Annual General Meeting of the Company Under Section 161 and other applicable provisions
(including any modification or re-enactment thereof), if any, of the Companies
Act, 2013. The covenants of your appointment are as under:-
1.
DESIGNATION & POSTING
You
will be designated as additional director in our company and your posting will
be the registered office of the company. However the company reserves the right
to put you through inter-department transfer or intra-city transfer within
choice group.
2. PROBATION
PERIOD
You
will be on probation for a period of 2 months from the date of joining service.
Based on your performance and conduct, this period may be increased or
decreased at sole discretion of the management and unless an order in writing
is given to you, you shall be not be deemed to have been confirmed.
During
probation or extended period(s) thereof, your service is liable to be
terminated without assigning any reason or payment in lieu thereof. Subsequent
to confirmation, either side can terminate this contract by giving a notice of
one month or payment of one month’s salary in lieu thereof.
3. FULFILMENT OF DUTIES WITH DUE
DILIGENCE & HONESTY
·
You
are expected to discharge the duties assigned to you from time to time with due
diligence, integrity and responsibility to the entire satisfaction of the
management and also maintain high standard of work expected of you by the
company.
·
You
are required to deal with the Company’s money, materials and documents with
utmost honesty. If at any time you are found dishonest in dealing with the
Company’s money, materials and documents, you shall render yourself liable for
termination without any notice or payment in lieu thereof.
4.
CONFIDENTIALITY
·
You
will not divulge or give public any information related to any aspect of the
company to anyone not employed by the company, including in such activity shall
render you liable for termination without any notice or payment in lieu
thereof.
·
All information acquired during your appointment is confidential to the
Company and should not be disclosed either during your appointment or following
termination (by whatever means) to third parties except as permitted by law and
with prior clearance from the Chairman.
5. ARBITRATION
Any
disputes arising out of this contract would be settled outside the court with
the help of mutually decided independent arbitrator.
6.
DISCLOSURE OF OTHER INTEREST
·
It is accepted and acknowledged that you may have
business interests other than those of the Company. You will disclose your concern or interest u/s 184 in
any company or companies or bodies corporate (including shareholding interest),
firms or other association of individuals, by giving a notice in writing in
Form MBP-1. The interests register is tabled at each director’s meeting. Please
ensure that the Company is kept informed of any changes to your interests so
that the interests register can be maintained up to date.
·
Any director is, while holding office, at liberty to
accept other board appointments so long as the appointment is not in conflict
with the Company’s business and does not materially interfere with their
performance as a director of the Company. All other appointments must first be
discussed with the Chairman before being accepted.
7.
SHAREHOLDINGS BY DIRECTORS IN THE COMPANY
Directors are encouraged to hold shares in the Company.
When buying or selling shares directors are expected to strictly observe the
provisions of the Company’s Articles of Association and all relevant
legislative and regulatory procedures.
8.
REMUNERATION
Remuneration payable to you will be as
mutually agreed between us.
9. MISCELLANEOUS COVENANTS
·
If
any declaration given or information furnished by you to the company is found
to be false or if you are found to have willfully suppressed any material
information at any point of time during your services, you are liable to be
terminated immediately without any notice or payment in lieu thereof.
·
You
will also be entitled to reasonable out-of-pocket expenses incurred in carrying
out your duties.
·
Notwithstanding
the other provisions of this letter, the Company shall be entitled to terminate
your appointment in accordance with the provisions of the Articles of
Association of the Company
Please
sign the copy of this letter as a token of your acceptance and returning to us
the duplicate of this letter.
We
welcome you again to our family and trust your association with us would be a
long and meaningful one.
Yours Faithfully,
For
_____________________Limited
Director
ACCEPTANCE
I
confirm the above appointment as per the covenants this letter and accept the
said appointment.
_____________
Director
Copy of resolution for appointment of additional director
“RESOLVED THAT
pursuant to the provisions of Section 160 (1) and other applicable provisions including
any modification or re-enactment thereof, if any of the Companies Act, 2013 and
pursuant to the Article no. 86 of the Article of Association of the Company, Mr. ________________ (DIN: _______________who has given his
consent, be and is herby appointed as an
additional Director of the Company, w.e.f. _______________________, 2016 who
shall hold office up of the date of ensuing Annual General Meeting of the
Company or the last date on which the ensuing annual general meeting should
have been held, whichever is earlier.
“RESOLVED
FURTHER THAT the Board of Directors of the Company be and are hereby severally
or jointly authorised to do all acts and take all such steps as may be
necessary, proper, expedient or desirable and to sign and execute all necessary
documents, applications and returns for the purpose of giving effect to the
aforesaid resolution along with filing of e-form DIR 12 as return appointment with
the Registrar of Rajasthan.”
//Certified True Copy//
For _______________________ Limited
______________
Director
FORM DIR-8
[Intimation
by Director]
[Pursuant
to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of
Directors) Rules, 2014]
Registration No. of Company _____________
Nominal Capital `___________
Paid-up Capital ``________________
Name of Company ___________________Limited
To
The Board of Directors of _______________Limited
I ________________son
of ________________resident of
India, director/managing director/manager in the company hereby give notice
that I am/was a director in the following companies during the last three
years:-
S. No.
|
Name of the
Company
|
Date of
Appointment
|
Date of
cessation
|
1
|
|
|
|
2
|
|
|
|
3
|
|
|
|
I
further confirm that I have not incurred disqualification under section 164(2)
of the Companies Act, 2013 in any of the above companies, in the previous
financial year, and that I, at present, stand free from any disqualification
from being a director.
Director
Dated
this 15th day of March, 2016
FORM MBP – 1
Notice of
interest by director
[Pursuant
to section 184 (1) of the Companies Act and rule 9(1) of the Companies (Meeting
of Board and its Powers) Rules, 2014]
To,
_________________________
Limited
__________________________
__________________________
Dear
Sir,
I, ___________, son of Shri ___________, resident of ___________________________________,
being a director in the company hereby give notice of my interest or concern in
the following company or companies, bodies corporate, firms or other
association of individuals:-
S.
No.
|
Names
of the Companies /bodies corporate/ firms/ association of individuals
|
Nature
of interest or concern / Change in interest or concern
|
Shareholding
|
Date
on which interest or concern arose / changed
|
1
|
|
|
|
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2
|
|
|
|
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3
|
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Signature :
Name :
Designation: Director
DIN :
Date:
Place:
(Author is Company Secretary in Practice, from Jodhpur Keshav
Rathi & Associates and can be contacted at krassociates2014@gmail.com
for suggestions, Comment and Queries).
Disclaimer:-
The entire contents of
this article have been prepared on the basis of relevant provisions and as per
the information existing at the time of preparation. Though utmost efforts has
made to provide authentic information, it is suggested that to have better
understanding kindly cross check the relevant sections, rules under the
Companies Act, 2013. The observations of the author are personal view and the
authors do not take responsibility of the same and this cannot be quoted before
any authority without the written consent of author.
