APPOINTMENT OF DIRECTORS

Appointment of Director in a Company shall be pursuant to provisions of Companies Act, 2013. In accordance with the Companies Act 2013, every company shall have a certain number of directors. The minimum number of directors is fixed according to the different type of companies- a Public Company shall have at least 3 Directors, a Private Company shall have atleast 2 and a One Person Company shall have atleast 1 Director. The upper limit is fixed at 15. However, a Company needs to pass a Special Resolution if it wants to have more than 15 directors.

MANDATORY REQUIREMENTS
1. The individual who will be appointed as a Director shall have an Active DIN. [Section 152(3)]

2. A person shall not be eligible for appointment as a Director of a Company, if he is disqualified from being appointed as a Director in the Company as per Section 164(1).
3. No person who is or has been a director of a company which
    a. has not filed financial statements or annual returns for any continuous period of three financial years or      b. has failed to repay the deposits accepted by it or pay interest thereon or to redeem any debentures on the due date or pay interest due thereon or pay any dividend declared and such failure to pay or redeem continues for one year or more, shall be eligible to be re-appointed as a director of that company for a period of five years from the date on which the company fails to do so. [Section 164(2)(a)]
4. A person who is not a retiring director in terms of section 152 and is eligible for appointment to the office of a Director at any General Meeting, shall be appointed as a Director after fulfilling following conditions [Section 160(1)]     
     a. he, or some member intending to propose him as a director, has, not less than fourteen days before the meeting, left at the registered office of the company, a notice in writing under his hand signifying his candidature as a director or
    b. as the case may be, the intention of such member to propose him as a candidate for that office, along with the deposit of one lakh rupees or such higher amount as may be prescribed which shall be refunded to such person or to the member, if the person proposed gets elected as a director or gets more than twenty-five per cent of total valid votes cast either on show of hands or on poll on such resolution.
But the requirements of deposit of amount shall not apply in case of appointment of an Independent Director or a Director recommended by the Nomination and Remuneration Committee, or a Director recommended by the Board of Directors of the Company, in the case of a company not required to constitute Nomination and Remuneration Committee.

DOCUMENTS REQUIRED
1. The Company has to call the board meeting and pass the resolution to appoint the director according to the AOA of the company if no clause is mentioned..
2. It has to ensure there must be allotment of the DIN (Director Identification Number) to the director who wants his appointment.
3. Form DIR 12 filled along with the letter of the appointment and then submission of the documents by the director within 30 days.
4. The consent Form DIR-2 has to be given in writing for willingness to be a director. It is under Rule 8 of Companies Appointment and Qualification of the Director Rules 2014.
5. The appointing director has to provide Form DIR 8 intimating that he is not disqualified under the provisions of section 164(2) of the act.
6. After the appointment, the director has to give Form MBP-1 in compliance to section 184(1) read with Rule 9(1) of Companies (Meeting of Board and Its Powers) Rules 2014.