Appointment of additional director in company

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Appointment of additional director in 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 AGM held by shareholders, the Managing Director are the persons on whom the shareholder trust and invest in the company through various means, Appoint director has some criteria which are mentioned below:
    • The appoint directors should be Individual.
    • Obtain Consent of proposed company director.
    • Digital Signature of propose company director.
    • Obtain directors Identification Number (DIN).
    • Board Resolution of proposing Board of directors for obtaining DIN for 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 the first Appoint Director other than the time of incorporation, Appoint director are only can be done in AGM.

As know the Companies Act, 2013 is been effective from April 01, 2014, and every person mat it be professional or individual trying to understand the provisions of Companies Act, 2013.

With the new companies act for company director 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 like shifting from your old house to a replacement one. 

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

Managing director of a corporation hold 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 within 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 are often managing director of company. 

Some persons have doubt that aside from individual are often Managing director or not. consistent with this section Only a private are often Managing director of company. The company director shall contains individuals not of other persons like firms, LLP, companies, gods or other legal persons.

Minimum No. of Directors as per Section 149(1)(a):

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

Procedure for company director is quite simple and significance and easy a simple process of holding and extra ordinary general meeting, which we use in other matters of company for board meeting for appointment of additional directors.

New categories for appointment of additional directors:

A) Appointment of additional director as resident director:

As per section 149 sub section 3 of companies Act 2013, board of directors of a corporation , must have a minimum of one resident director i.e. A one that has lived a minimum of 182 days in india within the previous calendar year.

for company director as per general circular No. 25/2014 the individual require would be reckoned 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.

Regarding newly incorporated companies is suggested that companies incorporated between 01.04.2014 to 30.09.2014 should have A individual residence company director at the time of formation of company or within six months of their from the date of formation of company. companies incorporated after 30.9.2014 got to have the resident company director from the date of incorporation itself.

B) Appointment of additional director as women director:

Appointment of additional directors women director As per Section 149 (1) (a) second proviso requires certain categories of companies to possess a minimum of one woman director on the board of directors or appoint as company director. such company are called has  listed company, 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.


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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