Appointment of director

Directors are responsible for overseeing how management serves and safeguards the long-term interests of all stakeholders. The board ensures compliance with legal frameworks, upholds the integrity of financial accounting and reporting systems, and establishes credibility through timely and accurate disclosures. Although the Companies Act, 2013 does not provide an exhaustive definition of a director, it states that a director is an individual appointed to the board of a company. Essentially, a director is someone entrusted with the duties and responsibilities outlined in the Companies Act, 2013. In most cases, the first directors of a company are named in its articles of association. If not explicitly mentioned, the individuals who subscribed to the memorandum of the company are deemed to be the first directors until proper appointments are made. Subsequent directors, apart from the first ones, must be appointed through a general meeting as per Section 152(2) of the Act. However, if a company wishes to appoint a person as a director outside of a general meeting, they have the option to appoint them as an additional director during a board meeting itself. At Compliance Calendar, we believe in empowering you with a comprehensive understanding of the fundamental elements of a director appointment, be it executive director, non-executive director, independent director, nominee director, women director, whole-time director, managing director etc.

Documents required for appointment of director

• Director’s consent
• Director’s identification number (DIN)
• KYC Documents
• Address Proof
• Passport-sized photographs
• Board Resolution
• Memorandum and Articles of Association
• Form DIR-2
• Disclosure of interest
• Resignation or retirement documents (if applicable)

Resignation of Director

A director may at any time resign his office but if the director has any service contract with the company (such as managing director or a whole-time director), the resignation must be in accordance with the terms and conditions, if any specified in the contract. Section 168 of the Companies Act 2013 contains the provisions pertaining to the resignation of the Director.

Features

• Section 168 and rule 15 & 16 of the Companies (Appointment and Qualification of the Directors) Rules, 2014 contains the provisions with respect to Resignation of Director.
• A director may resign from his office by giving a notice in writing and the Board shall on receipt of such notice, take note of the same and the company shall intimate the Registrar by filing E-Form DIR 12 and place such resignation in the subsequent Board Meeting of the company.
• The director may also forward a copy of the resignation with reasons to the Registrar in E-Form DIR 11.
• This section further provides for the date on which resignation shall take effect.
• The director shall be liable for offences occurred during his tenure.
• The fact that the director has also resigned should also be stated in the report of the directors which will be placed at the immediately following general meeting of the company.

Documents required for the resignation of director of the company:

• Notice of resignation
• Evidence of cessation
• A certified true copy of Board Resolution for noting the resignation of director
• Copy of minutes of the Board Meeting
• E-mail id of the resigning director
• Confirmation that the above mentioned director/managing director is not associated with the company along with the effective date of association and reason for cessation.