Appointment of the Director of a Private Company:
e-Form DIR-12 is required to be filed for Appointment/Resignation or in case of Change in Designation of Directors of the Company by the Companypursuant to Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules , Rule 8, 15 & 18 of Companies (Appointment and Qualification of Directors) Rules, 2014.
- Where any Director has been appointed by the Company or has resigned from the company or there has been change in designation of Director, then e-Form DIR-12 containing Such Particulars and documents as may be prescribed in the form shall be filed with registrar within 30 Days from the Date of Appointment/Resignation or the date of such change taking place.
- This Form has three aspects
- Change in Designation
- Appointment of Director
An additional director is an individual that is appointed by the Board of Directors between the two annual general meetings subject to the provisions of the Articles of Association of a Company. The additional directors should hold office only till the date of the next annual general meeting of the Company.
- Types of Director
- Managing Director
A Managing Director is a director by the virtue of Articles of Association of a company or an agreement with the company or a resolution passed in the general meeting or by the Board of Directors. As the board of directors is entrusted with the substantial powers of management of affairs of the company.
- Whole-time Director or Executive Director
Someone who is in Full-time employment of the Company is an executive director or the whole director.
An ordinary director is a simple director who attends the Board meetings of a company and participates in the matters that are put before the Board of Directors. These Directors are not whole-time Directors or Managing Directors.
An additional director is an individual that is appointed by the Board of Directors between the two annual general meetings subject to the provisions of the Articles of Association of a Company. The additional directors should hold office only till the date of the next annual general meeting of the Company. However, the number of directors and the additional directors of a company together shall not exceed the maximum strength that is fixed for the Board of Directors by the Articles of Association.
The Board of Directors in the general meeting to act for a Director called the original director during his absence for not less than three months. In most cases, the alternate directors are appointed for a person who is non-resident Indian or for the foreign collaborators of a company
A professional Director is a director with professional qualifications and does not have any pecuniary interest in the company. These professional Directors are sometimes appointed on board to utilize their expertise in the management of the company.
Banks and the private equity investors who provide equity assistance to a company generally impose a condition to appoint their representative on the Board of the concerned company. These nominated persons are called the Nominee Director.
In the case of a One Person Company, a nominee director is an individual who is nominated by the sole Director of the One person company to take over the affairs of the OPC in case of death or incapacitation of the sole director.
There are some following aspects relating to appointment of Director:
- The Director being appointed should not be associated with more than 20 companies as a Director and in case of public company, the appointment of Director shall not be allowed if he is already a director in more than 10 public Companies.
- Every person who has been appointed to hold the office of a director shall on or before the appointment furnish to the company consent in writing to act as such in Form No. DIR-2:
- Interest in other entities is required to be mentioned in case of appointment i.e. All the Details like no. of entities in which Director to be appointed has interest in other entity and the percentage of shareholding and amount of Shareholding and the nature of interest shall be mentioned along with CIN No. of the Company in which Director to be appointed has some interest. Only Details of One entity can be entered in the form, However if Interest is in more than one entity, A Separate sheet shall be attached along with formshowing Interest.
Following Scanned Documents are mandatoryand shall be attached along with form:
- Letter of appointment is to be attached in case of an appointment of a Director / Manager / Company Secretary / CEO / CFO.
- Declaration of the appointee director, managing director, in Form No. DIR-2 to be attached in case of appointment of a Director / Manager / Company Secretary / CEO / CFO.
- Interest in other entities of director is to be attached in case number of entities entered is more than one.
- Declaration by first director in Form INC-9 is to attach in case of a new company.
- Board Resolution