SECTION 152 OF THE COMPANIES ACT, 2013 – OF DIRECTOR Selection. An person who is named or elected as a member of the company's board of directors, who is responsible, along with other directors, for the decision and execution of corporate policies.
Undernumber of directors to hold office until the directors are named by the corporation in a General Assembly shall be decided by section 168(3) of the Act 2013, whether all directors of a company resign or vacate their offices in compliance with section 167 of the Act 2013 of the company, the Founder or, failing to the Central Government.
The hiring and dismissal of managers that was not covered previously in Business Act, 1956 is specifically defined in Section 168 of the Companies Act, 2013. Since a corporation has nothing physical, it is known as an artificial person that can only be brought to life by a real person. So an individual who oversees the activities of the company is known as the manager. Different managers handle different facets of the business. Thus in this blog, various administrators and their promotion and dismissal process will be analysed in depth.
Section 161(1) provides that the articles of a company may confer on its Board of Directors the power to appoint any person, other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.
Convene board meeting in relation to the appointment of additional directors.
Prepareand finalisation of Board meeting minutes in accordance with the Companies Act,2013 and Secretarial; Standards
After passing of board resolution, issue letter of appointment to the appointee person as a director.
File e-Form DIR-12 along with attachment with the Registrar of Companies within 30 days of passing of board resolution with attachments.
Obtain disclosure of interest, after appointment in Form MBP-1 pursuant to section 184(1) of the Companies Act, 2013.
Form MBP-1, given by director should be taken on record in separate meeting of board of directors by passing board resolution.
Make necessary entries in register of director and register of directors' shareholding.
Inform bank/financial institution regrading appointment of new director in the company.
There is no requirement for Special resolution.
“authorised capital" or "nominal capital" means such capital as is authorised by the memorandum of a company to be the maximum amount of share capital of the company;
For completing the process, it will take 7 working days.
The Company is required to file within 30 days from the date of passing the ordinary resolution.
Yes. It should be in the range as mentioned in the Articles.The Board can appoint additional directors, if by such appointment, the total strength of the Board is within the limit fixed by the Articles.
The appointment of additional director may be made at a Board meeting or by a circular resolution.
The person so appointed can act as an additional director up to the date of next annual general meeting.
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