1. Addition of a Director
A company can appoint a new director through a Board Resolution or Shareholders’ Resolution (depending on the type of appointment).
Eligibility Criteria:
✅ Must be at least 18 years old.
✅ Must have a Director Identification Number (DIN).
✅ Must not be disqualified under Section 164 of the Companies Act, 2013.
Types of Directors & Appointment Methods:
🔹 Executive Director: Appointed by the board and involved in daily operations.
🔹 Non-Executive Director: Appointed for strategic decisions, not daily management.
🔹 Additional Director: Appointed by the board; needs shareholder approval at the next AGM.
🔹 Independent Director: Appointed under Section 149(6) for listed/public companies.
🔹 Nominee Director: Appointed by financial institutions or investors.
Step-by-Step Process for Appointing a Director:
Step 1: Obtain DIN & Digital Signature Certificate (DSC)
- If the new director does not have a Director Identification Number (DIN), they must apply via Form DIR-3.
- A Digital Signature Certificate (DSC) is also required for filings.
Step 2: Consent & Declaration from the Director
- The proposed director must provide:
✅ Form DIR-2 – Consent to act as a director
✅ Form DIR-8 – Declaration stating they are not disqualified
Step 3: Board Resolution for Appointment
- The company must pass a Board Resolution approving the appointment.
- If a shareholder’s approval is required (for public companies), an Ordinary Resolution is passed in a general meeting.
Step 4: Filing with the Registrar of Companies (ROC)
- The company must file Form DIR-12 with the ROC within 30 days of appointment.
- Attach the Board Resolution, consent letters, and DIN details.
Step 5: Updating the Statutory Registers & MCA Portal
- Update the Register of Directors and Key Managerial Personnel (KMP).
- Reflect changes in company records and official website.
2. Removal of a Director
A director can be removed in three ways:
- By Resignation (Voluntary)
- By Shareholders (Under Section 169 of the Companies Act)
- By Disqualification or Tribunal Order
Step-by-Step Process for Removing a Director:
A. If the Director Resigns Voluntarily
- The director submits a resignation letter to the company.
- The Board acknowledges the resignation by passing a Board Resolution.
- The company files Form DIR-12 with the ROC within 30 days.
- The resigning director can also file Form DIR-11 with the ROC for personal records (optional but recommended).
- Update statutory registers and company records.
B. If the Director is Removed by Shareholders (Section 169)
- A special notice is given by a shareholder proposing removal.
- The company sends the notice to all directors and shareholders.
- A General Meeting is held, and an Ordinary Resolution is passed for removal.
- The company files Form DIR-12 with the ROC within 30 days.
- Update statutory records and notify stakeholders.
C. If the Director is Disqualified or Removed by Tribunal
- The National Company Law Tribunal (NCLT) or MCA can disqualify a director if:
✅ They are convicted of fraud or an offense involving moral turpitude.
✅ They do not attend Board Meetings for 12 months.
✅ They have failed to file financial statements or annual returns for 3 consecutive years. - Once disqualified, the company must file DIR-12 to reflect the removal.
3. Key Forms to be Filed with ROC
| Form | Purpose | Due Date |
|---|---|---|
| DIR-3 | Apply for DIN (if new director) | Before appointment |
| DIR-2 | Consent to act as a director | At the time of appointment |
| DIR-8 | Declaration of non-disqualification | At the time of appointment |
| DIR-12 | Intimation of appointment/removal to ROC | Within 30 days |
| DIR-11 | Resignation notice by the director (optional) | Within 30 days |
4. Sample Board Resolution for Appointment of Director
BOARD RESOLUTION FORMAT FOR APPOINTING A DIRECTO
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF BOARD OF DIRECTORS OF
[Company Name] HELD ON [Date] AT [Registered Office Address]
RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, and Articles of Association of the Company, Mr./Ms. [New Director’s Name], having DIN [DIN Number], be and is hereby appointed as a Director of the company with immediate effect.
FURTHER RESOLVED THAT Mr./Ms. [Company Secretary or Authorized Person] be and is hereby authorized to file the necessary forms with the Registrar of Companies and do all acts necessary to give effect to this resolution.
For & on behalf of
[Company Name]
[Signature]
[Director/Authorized Signatory]
5. Sample Board Resolution for Removal of a Director
BOARD RESOLUTION FORMAT FOR REMOVING A DIRECTOR
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF BOARD OF DIRECTORS OF
[Company Name] HELD ON [Date] AT [Registered Office Address]
RESOLVED THAT pursuant to the provisions of Section 169 of the Companies Act, 2013, and Articles of Association of the Company, Mr./Ms. [Director’s Name], having DIN [DIN Number], be and is hereby removed from the position of Director of the company with immediate effect.
FURTHER RESOLVED THAT Mr./Ms. [Company Secretary or Authorized Person] be and is hereby authorized to file the necessary forms with the Registrar of Companies and do all acts necessary to give effect to this resolution.
For & on behalf of
[Company Name]
[Signature]
[Director/Authorized Signatory]
6. Frequently Asked Questions (FAQs)
❓ Can a director be removed without their consent?
Yes, under Section 169 of the Companies Act, shareholders can remove a director through an Ordinary Resolution at a General Meeting.
❓ What happens if a company fails to file DIR-12?
The company may face penalties, and the director’s appointment or removal may not be legally recognized.
❓ Can a disqualified director be reappointed?
No, a disqualified director cannot be reappointed for 5 years unless an appeal is made and approved.