The board of directors of a company, if authorized by the articles of association, may appoint a person as an additional director.
If a company wants to appoint a person as a director of the company but couldn’t do the same, as it is not possible to convene general meeting then the company can appoint the person as additional director in the company till next annual general meeting.
Term for additional director:
Additional director can hold the office till ensuing Annual General Meeting or the last date on which the AGM should have been held, whichever is earlier.
Powers and obligations:
Additional director vested the same powers as a director and have same obligations and limitations as of director. They are entitled to appoint as a permanent director at the annual general meeting. The additional director must act in a good faith for the company and its shareholders.
Procedure for the Appointment of additional director:
- Make application for DIN, section 153 by filing of E-form DIR-3.
- Obtain consent from director
- Form DIR-2, Section 152(5) the consent to act as a director.
- Form MBP-1, Section 184(1) disclosure of the interest.
- Form DIR-8, Section 152(4) qualified to become a director.
- Hold board meeting and pass a board resolution for the appointment of additional director under section 161(1).
- Filing of E-form DIR-12 by the company with the registrar within 30 days of passing of board resolution.
Procedure of appoint additional director as a director (i.e Regularisation of Additional Director):
- Hold Board Meeting for calling AGM.
- Dispatch Explanatory Statement along with Notice of AGM to the members of company.
- Hold General Meeting and pass an Ordinary Resolution for the appointment as Director.
- Filling of E Form DIR 12 with registrar for the intimation of Change in Designation i.e. from an Additional director to a Director of the Company.
- Maximum No. of Additional Directors: number as specified in AOA.
- Power to appoint: shall be authorize under Articles of Association (AOA)
- Powers of Additional Director: Same as Normal Director
- Vacation of Office: Shall vacate the office up to the date of next AGM.
Qualification of additional director:
A person who is appointed as an additional director must not be disqualified to act as a director under section 164.