Under the Companies Act 2013, every director is appointed by the members of the company, but appointment of Additional Directors is the exceptions to this:
Under Section 161(1) board of directors have the power to appoint any person other than a person who fails to get appointed as director in a general meeting, as an additional director at any time .such director shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.
PROCCEDURE OF THE APPOINTMENT OF ADDITIONAL DIRECTORS:
- Make the application for the DIN U/S 153 by filling e-form DIR -3 with the following documents:
Form DIR-2 section 152(5) consent to act as the director.
Form MBP1 SEC 184(1) -discloser of the interest.
Form DIR 8 SEC 152(4)-Qualified to become a director.
2. Hold Board meeting and pass board resolutions for the appointment of the additional director u/s 161(1)
3. Filling of E-form DIR-12 by the company with the registrar within 30 days of passing of board resolutions.
PROCEDURE TO MAKE THE ADDITIONAL DIRECTORE AS A NORMAL DIRECTOR:
1. Hold board meeting for calling AGM and dispatch detailed statement with notice of AGM to the members .
2. Pass the ordinary resolutions for the appointment as director in the general meeting .
3. After filling the E FORM DIR 12 with the registrar for the intimation of change in designation from, Additional Director to the Director of the company.
4. maximum number of the additional directors and Power to appoint shall be fixed in the AOA .
5. Power of the additional director is same of normal director
REQUIRMENT OF THE FORMS:
1. E-form DIR 3 application for allotment of din
2. DIR 2 consent to act as director
3. DIR-8 not disqualified to appoint as director
4. MBP 1 discloser of interest .
5. e-form dir 12 :particulars of appointment of directors.
RELATED SECTIONS [161(1) ,152,153,Schedule I, Table F, Under The Companies Act 2019