Below is a detailed guide to the
process:
Check Articles of Association (AOA): Review
the company's Articles of Association to ensure compliance with any specific
provisions regarding the appointment of directors.
Identify Eligible Candidate: Identify a candidate who meets the eligibility
criteria for appointment as a director as per Section 149 of the Companies Act,
2013, and any other relevant regulations. Ensure the candidate provides consent
to act as a director.
Convene Board Meeting: Convene a meeting of the Board of Directors to
consider and approve the appointment of the new director. Prepare and circulate
the agenda along with necessary documents to the board members in advance of
the meeting.
Pass Board Resolution: During the board meeting, pass a resolution approving
the appointment of the new director. The resolution should specify the name of
the proposed director, the effective date of appointment, and any other
relevant details. Obtain the consent of the proposed director to act as a
director.
File Form DIR-12: Within 30 days of the appointment, file Form DIR-12
with the Registrar of Companies (RoC). Attach the necessary documents,
including the board resolution, consent of the director, and any other required
information. Pay the prescribed filing fee.
Update Register of Directors: Update the Register of Directors maintained by the
company with the details of the newly appointed director. Ensure compliance
with the requirements of Section 170 of the Companies Act, 2013, regarding
maintenance of registers.
Issue Appointment Letter: Provide the newly appointed director with an
appointment letter outlining the terms and conditions of their appointment,
including their duties, responsibilities, and any remuneration or benefits.
Intimate Registrar of Companies (RoC): After filing Form DIR-12, intimate the RoC about the
appointment of the new director within the prescribed timeline.
Update
Other Records: Update other relevant records and documents, including the
Memorandum of Association, Share Certificates, and any agreements or contracts,
to reflect the appointment of the new director.
Compliance with Disclosure Requirements: Ensure compliance with any additional disclosure
requirements applicable to the appointment of directors, such as those related
to related party transactions or conflict of interest.
By
following these steps and adhering to the requirements of the Companies Act,
2013, a company can successfully add a director to its board. It's essential to
maintain proper documentation and ensure timely compliance with all legal and
regulatory obligations.
