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Appointment of additional director in company


Appointment of additional director in private limited companies,
An Managing director in company plays an vital role in the day to day Business Operations, other than firstly appointment of additional director at the time of incorporation can be done only through Annual general meeting held by shareholders, the Managing Director are persons on whom the shareholder trust and invest their money in the company through various means, 
Appoint director have some criteria which are mentioned below:
  • The appointed directors should be Individual.
  • The appointed directors must obtain Consent of the proposed company director.
  • Digital Signature of proposed company director.
  • Obtain directors Identification Number (DIN).
  • Board Resolution is to be provided by the Board of Directors for obtaining a DIN for the company director.
  • Issue of notice in general meeting AGM from shareholders for appointment of additional director in company. 
  • Issue Letter of Appointment of additional director in company.

The first Appoint Director other than the time of incorporation, Appoint director are only can be done in AGM.

As known the Companies Act, 2013 has been effective from April 01, 2014, and every person may it be professional or individual and trying to understand the new provisions of Companies Act, 2013.

With the new companies act for company directors or else, the law has become more stringent for personal companies than for public companies, moving from the businesses Act 1956 to the businesses Act 2013 is just like shifting from your old house to a replacement one. 

Within the old house, where you've stayed for years, everything would have found its own place. It may be the shoes, the garments, umbrella, first aid, brooms, and whatever else you would like in your household. Your legs can find their own way in your old house, even in the very dark of night they know the way to the toilet, to the steps, they even know where steps end.

Managing director of a corporation holds the foremost crucial position within the company. with the new companies Act, 2013 (“New Act“)  which has been effective, the position of compliance has become even more clear and than ever before. they're now formally included with in the definition of “key managerial personnel” or “KMP” under Section 2(51) of the New Act.

As per Section 149 (1): Every company shall have a board of directors consisting of people as managing director. (It is obvious to know from this line that only a private is always the managing director of a company.  

Minimum Number of Directors as per the section 149 (1) (a):

1) Just three directors in the case of public Limited company.
2) Two directors just in case of such personal company.
3) One director just in case of one person company.
4) Maximum 15 in company director (If any company want to appoint directors i.e 15, a specific kind of special resolution should be passed in board meeting for appointment of additional directors ).

Procedure for company director is very simple and easy a simple process of holding an extraordinary general meeting, which we use in other matters of the company for board meetings for appointment of a additional directors.

New categories for appointment of additional directors:
A) Appointment of additional director as a resident :
As per the section 149 sub-section 3 of the companies Act 2013, board of directors of a corporation must have a minimum of 1 resident director i.e. A one that must be a citizen of india.

For company directors as per general circular No. 25/2014, that the individual will require an opinion from the date of start of sections 149 of the Act i.e. 1st April, 2014, the primary previous civil year , for compliance with these provisions would, therefore, be civil year 2014. the amount to be taken under consideration for compliance with these provisions are going to be the remaining period of civil year 2014 i.e. 1st April to 31st December).

Therefore, on a proportionate basis, the amount of days that the director would wish to be resident in India. During civil year .2014, shall exceed 136 days.
B) Appointment of additional director as women director:
Appointment of additional directors women director As per Section 149 (1) (a) second provision requires a certain category of companies to possess a minimum of one woman as a director should be appointed in company. such company are called listed companies, and any public based company with paid up capital of Rs. 100 cr. or more, or turnover of Rs. 300 cr. or more.

C)  Appointment of additional director as independent director:
Independent company director is for the primary time introduced within the companies Act, 2013 under section 149(6).

D)  Appointment of additional director as Additional Directors:
Any individual are often appointed as additional directors by a corporation under section 161 of the new act.

(COMPLETE PROCESS OF APPOINTMENT OF ADDITIONAL DIRECTOR along side DRAFT GIVEN BELOW.)

E) Appointment of additional director as nominee director:
As per Section 161(3), Subject to AOA of company, the Board May appoint a person as a director nominated by any institution in pursuance of the provisions of any law for the nonce effective or of any agreement or by the central Government or the government by virtue of its shareholding during a government company. 

(Consistent with term: Subject to AOA of company mean there should be provisions in Articles of Association of Company for appointment of Nominee Director, if there's no provision in Articles of company then alter the supply in AOA).

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