Appointment Removal and Resignation Of Company Directors

Procedure Of Appointment of Directors:
The Board of Directors / Company Directors is appointed by the members of the company in a general meeting. The first directors are generally named in the articles of the company, if not so the subscribers shall be deemed to be the directors of the company until the directors are appointed. Following is the procedure of appointment of a director:

1. Obtain consent in Form DIR 2 for the appointment of the Director in the company.
2. Obtain Form DIR 8 regarding the qualification of the director.
3. Obtain Disclosure of interest in Form MBP-01 for disclosure of interests in the company.
4. Pass a resolution for an appointment in the general meeting.
5. File e-Form DIR 12 & MGT 14 to inform ROC about the appointment.

In case of an appointment of an additional director, the board should call for a board meeting and appoint the director via a board resolution, then file the necessary e-Forms. The appointed director can hold office till the next AGM or the last date before which the AGM should be held.

Removal Of Director:
A director can be removed by passing an ordinary resolution before the expiry of his tenure after giving an opportunity of being heard. Please note that a director appointed by NCLT cannot be removed by the above procedure.

Resignation Of Director:
A director can voluntarily resign from his office by giving a notice in writing to the company, the resignation would be effective from the date of receipt of notice by the company or any other date mentioned by the director in the notice of resignation whichever is later.
Please note that the liability of the director doesn’t en on resignation, he may still be held responsible for any offenses occurred during his tenure.
In both cases e-Form DIR 12 has to be filled informing the ROC about the changes therein.