Section 152 of the Companies Act, 2013 (the Act) deals with the appointment of Director, which states that every Director shall be appointed by the Company in general meeting, unless expressly provided otherwise.
Further, only a natural person can be appointed as Director.
Prerequisites for appointment of Director:
1. Proposed Director must obtain Director Identification Number (DIN) before appointment;
2. Proposed Director has to give consent in Form DIR-2 before appointment; and
3. Proposed Director has to give declaration in Form DIR-8 before appointment.
Procedure of appointment of Director:
| Steps | Particular | Days |
| 1. | Obtain DIN, DIR-2 and DIR-8 from the proposed Director. | On or before dispatch of Notice calling General Meeting. |
| 2. | Dispatch notice of Board Meeting | Atleast 7 (seven) days before the date of Board Meeting |
| 3. | Hold Board Meeting to: a. Consider appointment of Director subject to the approval of Members at General Meeting; and b. Call the General Meeting of the Company to obtain approval of Members. | On date and time given in Notice calling Board Meeting |
| 4. | Dispatch Notice of General Meeting | Atleast 21 (Twenty One) clear days before the date of General Meeting. |
| 5. | Hold General Meeting and obtain approval of Members to make appointment of Director | On date and time given in Notice calling General Meeting. |
| 6. | File Form DIR-12 with Registrar of Companies (ROC) with regard to appointment of Director. | Within 30 (Thirty) days from the date of Appointment of Director. |
Number of Directorship:
Pursuant to Section 165 of the Act a person can be appointed as Director in maximum 20 Companies (including 10 public Companies) at a time.
Person who cannot be appointed as Director:
Pursuant to Section 164 of the Act a person shall not be eligible for appointment as a Director of a Company, if:
(a) He is of unsound mind and stands so declared by a competent Court;
(b) He is an undischarged insolvent;
(c) He has applied to be adjudicated as an insolvent and his application is pending;
(d) He has been convicted by a court of any offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence.
Documents required to file with Form DIR-12:
1. Resolution of General Meeting passed for making appointment of Director; and
2. Consent of appointed Director received in Form DIR-2.
DUCTUS EDGE 