a) Check whether articles of the Company contain power/authorisation to appoint Additional Director read with Section 161(1) of the Companies Act, 2013. If Not, then alter the Articles of the company to have enabling clause for appointment of Additional Director.
b) Collect DIN number of the proposed director. If the proposed director does have a DIN. Make an application for allotment of Director Identification Number in Form DIR 3. Application for allotment of DIN is made along with annexure in Form DIR 4.
2. Documents Required
a) A written consent from the proposed director to act as Director in Form DIR-2 pursuant to Rule-8 of Companies (Appointment & Qualification of Directors) Rules, 2014.
b) Intimation in Form DIR-8 pursuant to Rule-14 , to the effect that he/she is not disqualified u/s 164(2) of Companies Act, 2013.
c) Disclosure of Interest in Form MBP 1 pursuant to section 184(1) read with rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014. Remember one thing MBP 1 should not be dated earlier than date of his/her appointment as Director.
However, if there is nothing to disclose on the part of new Director, then form MBP 1 may be collected later as and when his interest created in specified entities.
3. Secretarial Procedure
a) Hold a board meeting to pass Board Resolution for appointment of Additional Director u/s 161 of Companies Act, 2013.
b) File Form DIR.12 with ROC as return of appointment of Additional Director within 30 days of passing board resolution for appointment.
c) Make necessary entries in the Register of Directors along with their Shareholding, if any, maintained u/s 170 of Companies Act, 2013.
d) Regularization - Additional Director appointed by a Private Company shall be regularized at the ensuing AGM u/s 160 of the Companies Act, 2013.
e) Taking Note of Disclosure of Interest - It is duty of the company to pass board resolution to take note of disclosure of interest by Director and file a copy of that board resolution in MGT 14 within 30 days of passing board resolution as desired by section 117(3) of Companies Act, 2013.
4. Important Points
a) Intimation by such Additional Director of such appointment to all other companies in which he/ she is already a Director (if any), would be required i.e., change in Disclosure of Interest u/s. 184 (1).
b) If proposed appointee is whole-time KMP in any other company, Board resolution of that company will be required as per first proviso to section 203(3).
c) Issue letter of appointment to the director. Board resolution for appointment of additional director can also be passed by circulation.