Additions Or Disqualifications. As Mandated.
As the situation in a company may arise, addition or removal of Directors is a process they may face. We can help you file all the documents with the due procedure and forms so as to facilitate a hassle free addition or removal of directors in the company.
Addition Of Director
Section 161 of Companies Act, 2013 gives the Board of Directors power to appoint a new Director, or through the approval of the shareholders in the general meeting. To appoint a Director, the AoA needs to contain a provision regarding authority of the same to the Board of Directors. An individual cannot be appointed as the Director if the resolution proposing the same was not passed by the company shareholders in the previous general meeting.
A Director is appointed in a Board Meeting or through the shareholders in a general meeting and has all the powers, limits and obligations like the other Director of the company including being counted in the maximum limit of Directors allowed to be appointed by a company.
A Director is appointed in a Board Meeting or through the shareholders in a general meeting and has all the powers, limits and obligations like the other Director of the company including being counted in the maximum limit of Directors allowed to be appointed by a company.
Process of Appointment of Director
- Obtaining a DIN and Digital Signature Certificate (DSC)for the appointee by the Ministry of Corporate Affairs.
- Board Meeting for the Approval of Appointment Proposal
- In case the proposed Director does not have a DIN, a Board Meeting shall be held to approve the proposal of appointment and to make an application to the MCA for allotment of DIN. This meeting is not required if the appointee already has a DIN.
- Make and Application for DIN using Form DIR-2
- Obtain Consent & Declaration from the proposed Director
- Prior to the appointment, the Board shall receive Consent from the proposed Director in Form DIR-2
- Board Meeting for Approval of Appointment of Director once the appointee has a DIN.
Documents Required
Check whether the proposed appointee has a valid DIN number and Digital Signature.
For Returns Filing with the ROC
Removal of Director
- A Director can be removed from their place in a company if they fail to show up for 3 consecutive Board Meetings according to Section 167 of the Companies Act, 2013.
- The shareholders have the right to remove a director Suo-moto in accordance with Section 169 of the Companies Act, 2013.
The process involves holding a Board Meeting and/or a general meeting to approve of this motion where the Director in question will be intimated 14 days prior to removal, including a newspaper announcement regarding the same 7 days prior to the general meeting. In the case of any unsolicited work conducted by the Director in question, there will be a penalty and fine involved as well.
