Check whether Articles (AOA)

of the Company contain power/authorization to appoint Additional Director read with Section 161(1) of the Companies Act, 2013. {If there is no provisions in Articles of the Company then Alter the Articles of the company to have enabling clause for appointment of Additional Director.

Check whether such person have DIN No.

or Not. If such person doesn’t have DIN No. then Apply for DIN.

Following Documents are Requiring

from Director to appoint him as Additional Director.

• Consent in writing to act as Director in Form DIR-2 pursuant to Rule-8 of Companies (Appointment & Qualification of Director) Rules, 2014
• Intimation by Director in form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he/ she is not disqualified u/s 164(2) of Companies Act, 2014.
• Advisable to take disclosure of Interest in Form MBP-1 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}
• However, if there is nothing to disclose on the part of new Director, even then also require to take form MBP-1 from Director. (NIL disclosure is also a disclosure under section 184(1).

After receiving all the documents from the director:-

• Call the Board Meeting.
• Pass Resolution for appointment of Additional Director.
• Issue Letter of Appointment.
• File e-form DIR-12 [Along with DIR-2 + Letter of Appointment+ DIR-8+ Interest in other entities.)
• Make necessary entries in the Register of Directors along with their Shareholding, if any, maintained u/s 170 of Companies Act, 2013.
• Now this person will be shown as Additional Director till AGM of company. His tenure will be upto AGM of Company.

Board resolution

for taking note of Disclosure of Interest and filing of form MGT.14

Form MBP1 given by the Additional Director

towards disclosure of interest u/s 184, should be taken note of by the Board of Directors through a separate Board Resolution in next Board Meeting (In the First Board Meeting after appointment of Additional Director).

Hence it is duty of the company to pass board resolution

to take note of disclosure of interest by Director and file a copy of that board resolution in MGT.14 within 30 days of passing board resolution as desired by section 117(3) of Companies Act, 2013.