Just like a school has a principal, and a state has a chief minister, a private limited company has a person titled as the director. A person who controls the company and directs the company’s decisions and choices is called as a director. Usually there are more than one directors and they are called as the board of directors.
They are the backbone of the company. A director acts on behalf of the whole company as any act done by the director is an act of the company. A director cannot be called as the owner of the company but rather a person appointed to run the company by the owners. You might already know that the shareholders and the stake owners are the ones that have the ownerships. Thus, they are the ones that appoint such directors.
Executive Directoris one who gives his full time of working hours to the company and is involved in day to day activitie
Non Executive Directordoes not devote his full time in the day to day functions of the Company. Only attends Board Meetings and guide the company in its policy matters.
Additional Directoris a director who is appointed at any time between two Annual General Meeting of the Company. Such additional director appointment need to be regularized as director in next coming AGM.
One must be over 18 years of age
One must have a sound mind, solvent (not bankrupt)
One must not be a convict
One must not be of unfit conduct
Consent & DSC: A director can only be appointed as a director if she/he wants to be one. The consent of the director matters the most. The Form DIR-2 from the MCA website must be filled. The director must have a digital signature of himself/herself and if he/she doesn’t possess that, they are required to find one from the concerned authority.
DIN & Board meeting /General Meeting: The director registration number or the DIN is the most crucial factor for a director to be appointed. A director to be appointed must notify the company if he/she doesn’t have a DIN. Companies should check all the necessary KYC documents and the educational qualification for a director. (In India, there is no minimum qualification for this post). Additional director is appointed by Board of directors in Board meeting provided Articles (AOA) of the Company contain power/authorization . Additional Director shall hold office upto the date of next AGM . If company want to appoint him as director then regularize the person as director in General Meeting by Share holder Resolution.
Pass Resolution & Offer letter: Once the notice is issued and everyone has gathered around the table, you need to take into consideration all the required requests and documents and then pass an ordinary resolution for appointment of new director or regularization of additional director. Once the person required is appointed as the director, an offer letter is sent to the director with all the terms and conditions and the stipend/salary with the same.
Form filing & Entries: Once the director is appointed properly, form DIR-12 is filed to the RoC. This has to be within 30 days and the next day after the appointment is preferred to avoid any penalties. File e-form MGT-14 for Disclosure of Interest (MBP-1). MBP-1 should not be dated earlier than date of his/her appointment as Director. MBP-1 is mandatory under section 184(1)even if there is NIL disclosure. Since everything is now done, entries are done in the registrar of directors that would help maintain records. Necessary changes related to legal documents such as RoC, forms in MCA, GST documents and tax files are done.
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Yes, since there is no law that makes that illegal, it is permissible. Contact us Now.
The company is required to to file the form MGT-14 in case of this problem.
Section 117(3)(C) regards to form MGT-14.
No it isn't needed. It can be done by passing board resolution.
Yes it is permissible however a term of less than five years or five years would be counted as one term. .