Additional of a director :
The Board of Directors of a Company, if authorized by the Articles of Association, may appoint an additional director. The power conferred on the directors to appoint an additional director is a temporary power vested in them, and this will be subject to revision or confirmation in the General Meeting.
Eligibility of Additional Directors for Re-appointment
Section 160 of the 2013 Act provides any person other than retiring directors has the right to stand for directorship. Such a director is considered eligible for the post provided that a notice in writing is sent to the registered office of the company at-least 14 days prior to the general meeting proposing such person as a director.
He or she should not have been sentenced to imprisonment for any period, or a fine imposed under a number of statutes.
He or she should be a resident of India. ‘Resident’ includes a person who has been staying in India for a continuous period of not less than twelve (12) months immediately preceding the date of his or her appointment as a managerial person and who has come to stay in India for taking up employment in India or for carrying on business or vocation in India.
Removal of a director :
A Director in a company may need to resign or the Board may want to remove a Director for a number of reasons. The Director of a Company can resign from the Board by filing a resignation letter with the company and filing the intimation with the ROC. In this article, we look at the procedure for such resignation of Director.
File Form MGT-14 with the ROC within 30 days of passing Special Resolution (for removing an Independent Director, serving his second term) in General Meeting along with fee as specified in the Companies (Registration offices and fees) Rules, 2014 and with the following attachments
- Certified True Copies of the Special Resolution passed for removing an Independent Director along with Explanatory Statement.
- Copy of the Notice of meeting sent to members along with all the annexure
- Copy of Attendance Sheet of General Meeting
- Any other attachment as may be applicable
File Form DIR-12 with ROC
Company shall file Form DIR-12 for cessation of office of the Director or appointment of Director within 30 days of General Meeting along with the following documents
- For Cessation of Director
- Certified true copy of Ordinary Resolution / Special Resolution
- Certified true copy of Special Notice.
- For Appointment of Director
- Certified true copy of Ordinary Resolution
- Details of Interest in other entities
- Form DIR-2- Consent to act as a Director
- Form DIR-8-Intimation by Director about his disqualification.
Liability of Director after resignation
After a Director has tendered his/her resignation and the Board has accepted the resignation, the Director cannot be held liable for liabilities incurred by the company after the date of acceptance of resignation. However, a Director who has resigned shall be liable even after his/her resignation for any offenses which occurred during his/her tenure as Director of the Company.
Costing @ Rs. 1249/-