Within 30 days of the Board meeting, conduct a general meeting and approve the appointment of an Independent Director by way of special resolution. (Read regulation 25(2A) of SEBI LODR regulations, 2015). File necessary form (DIR-12) with the ROC along with the required documents and fees.
Qualifications of an Independent Director The person should possess appropriate experience, skills and knowledge in one or more fields of law, finance, management, marketing, sales, research, administration, technical operations, corporate governance, or other disciplines related to the company's business.
File form with the Registrar of Companies (ROC) The company must file the DIR-2 and DIR-12 (Particulars of appointment of the director) after the appointment of the director. The company must file Form DIR-2 and DIR-12 with the ROC within 30 days of the appointment.
Within 30 days of the Board meeting, conduct a general meeting and approve the appointment of an Independent Director by way of special resolution. (Read regulation 25(2A) of SEBI LODR regulations, 2015). File necessary form (DIR-12) with the ROC along with the required documents and fees.
For reappointment to a different designation, DIR-12 must be filed for the new designation. The reappointment of MD, WTD, and Manager requires the filing of additional forms, namely MGT-14 and MR-1. Stakeholders can verify the reappointment of directors by inspecting the eForm MGT-14 and MR-1.
The Independent Director agrees that both during and after the term of appointment, she will not use for her own, or for another's benefit, or disclose or permit the disclosure of any confidential information, which she may acquire by virtue of her position as an independent director of the Company, including without ...
Most commonly, directors are appointed by the shareholders at the Annual General Meeting (AGM), or in extreme circumstances, at an Extraordinary General Meeting (EGM). A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favour.
A company must file the following forms with the ROC to add a new director: MGT-14 – Resolution passed in the general meeting regarding the appointment of the director. DIR-2 – Consent received by the proposed director to hold the position of a director in the company. DIR-12 – Particulars of appointment of the ...
Director changes must be submitted to CIPC and can be filed directly through InfoDocs. Appointing a new director or terminating an existing director requires submitting a director change or amendment (COR39) to the Companies and Intellectual Property Commission (CIPC) and preparing the relevant supporting documents.
Normally, the board or the shareholders by an ordinary resolution (a majority in favour) decide the appointment. The Articles may contain provisions that require more than 51% of shareholders to agree to the appointment.