Appointment of Director in a Private Limited Company

A Company Director is a person appointed by shareholders to manage company affairs following MOA and AOA. Since the company is an artificial person it can only do that through a natural person agency. Thus, the director must be a living person and the company’s management must be supervised by the Board of Directors. The appointment of directors may be required from time to time depending on the needs of the business shareholders. This article will discuss the appointment of a Director in a private limited company.

Director in the Private Limited Company

In the Companies Act, 2013, the term Director is defined as a person appointed to the Company Board. The Board of Directors is a group of individuals appointed by the company’s shareholders to manage the company’s affairs. A company is a legal entity and can only do something through the agency of natural persons. The Board of Directors is the body of persons to which the directors of a company have been entrusted.

A Director is defined as a person who manages, controls, or directs something; a person who oversees, manages, or supervises. He or she is appointed to direct the company’s policies by the company’s shareholders; is a person appointed by law, and authorized to manage and direct the affairs of the Company.

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Role of a Director in a Company

A company director’s job is to manage the company’s day-to-day operations. They make key strategic and operational choices that help the organization achieve its goals. The director may be held responsible for the company’s shareholders if the company has them. It is critical for the director to strike a balance between the interests of investors and those of the company and its employees. The company’s director may have a strong sense of ethics and be able to make judgments that are compliant with regulatory regulations. The following is a list of some of a company director’s key responsibilities:

• To assist staff in focusing their efforts, construct key performance indicators (KPIs).
• With the help of other firm personnel, arrange community social responsibility projects.
• Encourage adherence to company rules and regulations, as well as adherence to the company’s code of ethics.
• Manage the company’s day-to-day activities.
• Ensure that the company’s records are safe and well-maintained.
• Ensure that your company’s actions are compliant with current regulations.
• Shareholders should be invited to yearly meetings.
• A strategy for managing and improving business operations and affairs.

Compulsory Requirements

There exist some compulsory requirements which are as follows:

• As per Section 152 (3) of the Companies Act, 2013, the person to be appointed as a Director will have an Active DIN.
• A person may not be eligible for appointment as a Director of the Company, provided he or she is not eligible for appointment as a Director of the Company in terms of Section 164 (1).
• No one has been a director of a company or been a director,
  • has not completed financial statements or annual returns for any continuous period of three financial years or
  • fails to pay the deposit received by it or to pay interest thereto or to redeem any deposits on the due date or pay the interest due or any prescribed dividend and such failure to pay or redeem will continue for one year or more, must be re-appointed as director of that company for a period which is five years from that date. [Section 164 (2) (a)]
• A person who is not a retired director in terms of section 152 and who is eligible for appointment to the office of Director at any General Assembly, shall be appointed as Director after completing the following conditions [Section 160 (1)]
  • he or she, or any other member intending to nominate him or her as a director, less than fourteen days before the meeting, leaves the company’s registered office, written notice under his or her notice stating his or her appointment as director or
  • in any case, the intention of that member to nominate him or her as a candidate for office, and a deposit of lakh rupees or such fixed amount to be reimbursed for that person or member, if the nominee is elected director or receives more than twenty-five percent of the total official votes cast or by voting on that decision.

But the value deposit requirement will not apply if an Independent Director or Director is recommended by the Nomination and Remuneration Committee, or a Director recommended by the Company’s Board of Directors, if the company is not required to form a Nomination and Remuneration Committee.

Documents for the Appointment of a Director in a Private Limited Company

The following documents are required for the appointment of the Director in a Private Limited Company:

• Certified copy of PAN
• Certified copy of identity document and proof of address (passport, Aadhar card, or Election card)
• Permit to work as a director on form DIR-2
• Copy of decision approved by shareholders
• Notice of shareholders meeting
• PAN Card: Obligatory for Indian Applicant
• Passport: Obligation to the foreign applicant

Appointment of Director in a private limited company- Procedure

Following is the procedure for the appointment of director in a private limited company:

• Director’s approval in Form DIR 2: The first step in appointing a Director in a company is to obtain the approval of the proposed Director. The approval of the proposed Director to act as Director of the company will be included on Form DIR 2 with all the required Documents.

• Obtain the DSC and DIN of the proposed Director: The next step will be to obtain a Digital Signature Certificate (DSC) and the DIN of the Company’s proposed Director. As for DSC if it does not have DSC, It will receive DSC from certifying managers in India.
  Although the Director’s ID number is concerned, if the Director does not have a DIN, the first thing he needs to do is notify the company in the same way. The company will then issue a decision in this regard and apply for the DIN of the proposed Director on form DIR 3. The company must submit the DIR 3 KYC and all required KYC documents. The DIN provided will only be once the life of the Director.

• Call a Board Meeting and EGM: The appointment of a director will be made at the Board Meeting of the company. In this regard, the company will issue a notice to all shareholders of the company informing them of holding an Extraordinary General Meeting of the company.
  Once the notice to convene an EGM has been issued to all shareholders, the next step will be to hold a meeting on the prescribed date and pass all necessary decisions on the appointment of a Managing Director in the Company.

• Letter of Appointment: After passing the decision, the next step will be to issue a letter of appointment to the Director of the company. Letter of Appointment must state the terms and conditions of appointment of the Director including the remuneration payable to him or her.

• File form DIR-12 to ROC: Once all the required steps have been completed, the company must submit Form DIR 12 to the Registrar of Companies within 30 days from the date of appointment of the Director and all required documents.

Final words

Managing directors are critical members of a company’s management team. They are in charge of the company’s profitable expansion, innovation, and growth and appointing them may be a tedious task to but the company should appoint them with full conscious. Further, after the completion of entire process with the appointment of a Director, the company will make the necessary changes and join the Registry of Directors and key management. Also, changes should be made to contract registers and arrangements where directors have an interest in Form MBP-4.