Draft Documents For Appointment of Additional Directors

PROCEDURE FOR THE APPOINTMENT OF ADDITIONAL DIRECTORS

1. AOA of the Company must have the power for appointment of Additional Director pursuant to Section 161(1), If not, then alter the AOA accordingly.

2. Proposed Director must have a DIN to be appointed as a director. If such person doesn’t have DIN No. then Apply for DIN first.

3. First collect DIN No., Form DIR-2, Form DIR-8 from the director proposed to be appointed as director. 
   
   

After receiving all the documents from the director:-

• Call the Board Meeting.
• Pass Resolution for appointment of Additional Director.
• Issue Letter of Appointment.

4. File Form DIR-12 for appointment of Director within 30 days of Appointment:-

Attachment:

1. Form DIR-2 :- consent in writing to act as director pursuant to rule-8 of Companies (Appointment & Qualification of Director) Rules, 2014.
   
   
   
   
2. Form DIR-8 :- Intimation by Director that he/ she is not disqualified u/s 164(2) of Companies Act, 2014.

5. Disclosure of Interest in Form MBP-1 is required from the director pursuant to Section 184(1) read with Rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014.

{One thing should be noted MBP-1 should not be dated earlier than date of his/her appointment as Director}

6. Call a Board meeting and take a note of the MBP-1 given by the new director.

Draft Format

Board Resolution

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON ___^ST _____________2016_AT 05:30 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT _______________, CITY : ______, PIN CODE :___________, STATE : ______

==================================================================

APPOINTMENT OF MR. ------------- (DIN: ----------) AS AN ADDITIONAL DIRECTOR:

"RESOLVED THAT pursuant to the provisions of Section 161 and other applicable provisions, if any, of the Companies Act, 2013 and Article of Association of the Company  Mr. ------------------ , having its DIN : ______________ be and is hereby appointed as a Additional Director of the Company".  

"RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to file the necessary e-forms with the Registrar of Companies and to do all the acts, deeds and things which are necessary for the purpose of giving full effect to this resolution.” 

CERTIFIED TRUE COPY

FOR ___________--- PRIVATE LIMITED

______________

(DIRECTOR)

DIN: _________

Address: ______________,

City : __________

Pin Code : - ______ 

State : ______ (INDIA)

LETTER OF APPOINTMENT

Dated:-

To:

Mr./Mrs………………………………..

Address………………………………..

…………………………………………….

SUB:- APPOINTMENT AS ADDITIONAL DIRECTOR u/s 161 of the 

Companies Act, 2013

Dear Sir,

I am pleased to confirm that the board of directors of the Company has appointed you as an Additional Director on the Board of Directors of the Company to hold office upto the date of the next Annual General Meeting of the Company Under Section 161 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013. 

 

Role of the Board

The board’s role is to effectively represent, and promote the interests of shareholders with a view to adding long-term value to the Company’s shares. Having regard to its role, the board directs, and supervises the management of the business and affairs of the Company including, in particular:

• ensuring that the Company’s goals are clearly established, and that strategies are in place for achieving them;
  
  
• establishing policies for strengthening the performance of the Company including ensuring that management is proactively seeking to build the business through innovation, initiative, technology, new products and the development of its business capital;
   
• monitoring the performance of management;
  
  
• deciding on whatever steps are necessary to protect the Company’s financial position and the ability to meet its debts and other obligations when they fall due, and ensuring that such steps are taken;
  
  
• ensuring that the Company’s financial statements are true and fair and otherwise confirm with law;
  
  
• ensuring that the Company adheres to high standards of ethics and corporate behaviour; and
  
  
• ensuring that the Company has appropriate risk management/regulatory compliance policies in place.

All directors are expected to take decisions objectively in the interests of the Company. The board as a whole is collectively responsible for the success of the Company. All directors, whether non-executive or executive, have the same general legal responsibilities.

Timing and Location of Board Meetings, and Time Commitment

The board normally holds meetings as the occasion requires. Meetings usually take place at the Company’s registered office in _______(Name of the State). The duration of each meeting typically runs to half a day.

In addition to routine board meetings you should allow time for preparatory work and travel, and ensure that you are in a position to make the necessary overall time commitment.

Remuneration

The board determines the level of remuneration paid to its non-executive members within any limitations imposed by shareholders.

The Company will reimburse you for all direct and indirect expenses such as Phone calls, accommodation and traveling expenses, reasonably and properly incurred and documented.

Board and Individual Director Evaluation Processes

The performances of the board as a whole and individual directors are evaluated annually. If, in the meantime, there are any matters which cause you concern about your role you should discuss them with the Chairman of the board as soon as appropriate.

Outside Interests Including Directorships

It is accepted and acknowledged that you may have business interests other than those of the Company. You will disclose your concern or interest u/s 184 in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, by giving a notice in writing in Form MBP-1. The interests register is tabled at each directors’ meeting. Please ensure that the Company is kept informed of any changes to your interests so that the interests register can be maintained up to date. 

 

Any director is, while holding office, at liberty to accept other board appointments so long as the appointment is not in conflict with the Company’s business and does not materially interfere with their performance as a director of the Company. All other appointments must first be discussed with the Chairman before being accepted.

Shareholdings by Directors in the Company

Directors are encouraged to hold shares in the Company. When buying or selling shares directors are expected to strictly observe the provisions of the Company’s Articles of Association and all relevant legislative and regulatory procedures.

Confidentiality

All information acquired during your appointment is confidential to the Company and should not be disclosed either during your appointment or following termination (by whatever means) to third parties except as permitted by law and with prior clearance from the Chairman.

We look forward to your association with us.

Thanking You,

For _____________- Private Limited

Name of Director/Chairman/Managing Director

Designation:

DIN No.:

Form DIR-2

Consent to act as a Director of a Company

[Pursuant to section 152(5) and rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014]

To

Board of Directors

---------------------(Name of the company) 

 --------------------- (CIN :U_____)

-------------------- (Address of the company) 

 

Subject: Consent to Act as a Director 

 

I ………………………, hereby give my consent to act as director of ……….. (name of he company), pursuant to sub-section (5) of section 152 of the Companies Act, 2013 and certify that I am not disqualified to become a director under the Companies Act, 2013.

1. Director Identification Number (DIN): 

 

2. Name (in full): 

 

3. Father’s Name (in full): 

 

4. Address: 

 

5. E-mail id: 

 

6. Mobile no.:

7. Income-tax PAN. :

8. Occupation: 

 

9. Date of birth: 

 

10. Nationality: 

 

11. No. of companies in which I am already a Director and out of such companies the names of the companies in which I am a Managing Director, Chief Executive Officer, Whole time Director, Secretary, Chief Financial Officer, Manager. 

 

12. Particulars of membership No. and Certificate of practice No. if the applicant is a member of any professional Institute. Specifically state NIL if none. 

 

DECLARATION

I declare that I have not been convicted of any offence in connection with the promotion, formation or management of any company or LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years. I further declare that if appointed my total Directorship in all the companies shall not exceed the prescribed number of companies in which a person can be appointed as a Director.

Signature:…………………….

Designation:………………….

Date:

Place: 

 

Attachments:

1. Proof of identity:- Pan Card

            2. Proof of residence:- Passport

FORM DIR-8

Intimation by Director

[Pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014] 

 

Registration No. of Company:

Nominal Capital Rs.:

Paid-up Capital Rs.: 

Name of Company:

Address of its Registered Office:

To

The Board of Directors of

M/s ………….Private Limited

I, …………….. son of ………………, resident of ………………. proposed director in the proposed company hereby give notice that I am/was a director in the companies during the last three years:-

Name of the Company Date of Appointment Date of Cessation

I further confirm that I have not incurred disqualification under section 164(2) of the Companies Act, 2013 in any of the above companies, in the previous financial year, and that I, at present, stand free from any disqualification from being a director.

 

_______________

Director

 DIN : _________-

 

Dated this ___ day of ____, 201

FORM NO. MBP-1

THE COMPANIES ACT, 2013

Notice of interest by director

[Pursuant to Section 184(1) and Rule 9(1)]

To

The Board of Directors

Dear Sir(s)

I, ………….., son of……………………, resident of ………………………, being a director in the Company hereby give notice of my interest or concern in the following company or companies, bodies corporate, firms or other association of individuals:-

Sr. No	Names of the Companies / bodies corporate / firms/ association of individuals	Nature of interest or concern / Change in interest or concern		Share holding (No. of Equity Shares and % of share holding)	Date on which interest or concern arose/changed
		Director/ Partner/ Karta/Coparcener	Shareholder		Director/ Partner Karta/ Coparcener
1.	NIL	--	-	-	-

                                                                                                            __________________________

Director

DIN: ____

Place :

Date : 

Board Resolution For Declaration of Interest

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CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON THE _____ DAY OF ­­­­­­______(Month), 201_ (YEAR) AT _____(TIME).

DECLARATION OF INTEREST

“RESOLVED THAT pursuant to the provisions of Section 184 (1) of the Companies Act, 2013 read with rule 9(1) of The Companies (Meetings of Board And its Powers) Rules, 2014 the notices of disclosure of interest or concern in Form MBP-1 received from directors of the Company as placed before the meeting be and are hereby noted and taken on record by the Board.” 

“RESOLVED FURTHER THAT Mr. ________(Name of authorized person), Director of the company, be and is hereby authorized to digitally sign form & declaration and submit Form MGT-14 with the Registrar of Companies.”  

CERTIFY TRUE COPY

For _____Name of the Company______

Name of Director

Director
(DIN _________)

Confirmation Letter For Appointment of 

Additional Director

To

Name of Additional Director

Address: _____

City : ______

Pin Code : ____

State : _________ (India)

Subject: Appointment as Additional Director u/s 161 of the 

Companies Act, 2013

Ref.: Your Consent Letter dated ______________ in DIR-2

Dear Sir, 

 

We are pleased to inform you that the Board of Directors of the Company in their meeting held on _____________- have appointed you as an Additional Director of the Company from the immediate effect. Certified true copy of resolution passed by Board of Directors is attached herewith. Kindly acknowledge the receipt of the same. 

 

Thanking You,

For _____Name of the Company______

Name of Director

Director
(DIN _________)

Thanks & Regards,
CS Meetesh Shiroya