Appointment of Director in a Company shall be pursuant to provisions of Companies Act,

2013. In accordance with the Companies Act 2013, every company shall have a certain
number of directors. The minimum number of directors is fixed according to the different
type of companies- a Public Company shall have at least 3 Directors, a Private Company
shall have atleast 2 and a One Person Company shall have atleast 1 Director. The upper limit
is fixed at 15. However, a Company needs to pass a Special Resolution if it wants to have
more than 15 directors. [Section 149(1)]

Members of the Company at General Meeting appoint/re-appoint Directors in case of

Director retiring by Rotation of Public Company or Regularize the Director appointed by the
Board as an Additional Director. Unless the articles provide for the retirement of all
Directors at every Annual General Meeting, not less than two-thirds of the total number of
Directors of a Public Company shall be persons whose period of office is liable to
determination by retirement of Directors by rotation and be appointed by the Company in
General Meeting. One-third of such of the directors for the time being as are liable to retire
by rotation, or if their number is neither three nor a multiple of three, then, the number
nearest to one-third, shall retire from office. [Section 152(6)]

MANDATORY REQUIREMENTS

1. The individual who will be appointed as a Director shall have an Active

DIN. [Section 152(3)]
 2. A person shall not be eligible for appointment as a Director of a Company, if he is
disqualified from being appointed as a Director in the Company as per Section
164(1).
3. No person who is or has been a director of a company which
a. has not filed financial statements or annual returns for any continuous
period of three financial years or
b. has failed to repay the deposits accepted by it or pay interest thereon
or to redeem any debentures on the due date or pay interest due
thereon or pay any dividend declared and such failure to pay or
redeem continues for one year or more, shall be eligible to be re-
appointed as a director of that company for a period of five years from
the date on which the company fails to do so. [Section 164(2)(a)]
4. A person who is not a retiring director in terms of section 152 and is eligible for
appointment to the office of a Director at any General Meeting, shall be
appointed as a Director after fulfilling following conditions [Section 160(1)]
a. he, or some member intending to propose him as a director, has, not
less than fourteen days before the meeting, left at the registered office
of the company, a notice in writing under his hand signifying his
candidature as a director or
b. as the case may be, the intention of such member to propose him as a
candidate for that office, along with the deposit of one lakh rupees or
such higher amount as may be prescribed which shall be refunded to
such person or to the member, if the person proposed gets elected as
a director or gets more than twenty-five per cent of total valid votes
cast either on show of hands or on poll on such resolution.
But the requirements of deposit of amount shall not apply in case of
appointment of an Independent Director or a Director recommended
by the Nomination and Remuneration Committee, or a Director
recommended by the Board of Directors of the Company, in the case of
a company not required to constitute Nomination and Remuneration
Committee.
FOLLOWING PROCEDURE IS TO BE FOLLOWED

1. Convene a Meeting of Board of Directors [As per section 173 & Secretarial
Standard-1 (SS-1)]
a. Issue Notice of Board Meeting to all the Directors of Company at their
addresses registered with the Company, at least 7 days before the date
of Board Meeting. A shorter notice can be issued in case of urgent
business.
b. Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
c. Hold a meeting of Board of Directors of the Company to discuss the
agenda and deciding on the name of Proposed Director and pass
Board Resolution
 to consider the Appointment of New Director/Re-
appointment of Retiring Directors including Regularization of
 an Additional Director subject to approval of members at
general meeting.
 to fix the day, date, time and venue of the General Meeting
and to approve the draft notice convening the General
Meeting along with explanatory statement annexed to the
notice as per requirement of the Section 102 of the
Companies Act, 2013 and authorize the Director or Company
Secretary to sign and issue notice of General Meeting.
d. Prepare and Circulate Draft Minutes within 15 days from the
conclusion of the Board Meeting, by Hand/Speed Post/Registered
Post/Courier/E-mail to all the Directors for their comments. [Refer
the Procedure for Preparation, Signing and Compilation of
Minutes of Board Meeting]
2. Consent and Declaration from the Proposed Director
The Proposed Director has to submit Form DIR-2 (Consent to act as a Director)
and Form DIR-8 (Intimation by Director about his disqualification) to the Company
either before the Board Meeting or during the Board Meeting.
3. Obtaining DIN and Digital Signature Certificate [Section 153]
a. If the person does not have Digital Signature, he shall obtain Digital
Signature from Certifying Authority in India.
b. The person shall have a valid DIN allotted by the Ministry of Corporate
Affairs. At present, application for allotment of DIN can be submitted to
MCA only through the company where he/she is proposed to be
appointed.
c. The Application for DIN is required to be countersigned by a Director of
the Company and a copy of resolution approving the proposal of
appointment is also to be submitted by the person in Form DIR-3 with
MCA with his ID Proof & Address proof, duly digitally signed by him and
a director of the company in which the appointee is intended to be
appointed as director.
d. Documents for DIR-3 are as follows

 One Passport Size Photo in JPG/JPEG Format

 Board Resolution proposing his appointment as director in
an existing company
 Specimen signature duly verified
 ID Proof- Driving License/Passport/Election Voter ID Card
 Residence Proof- Utility Bill (Electricity Bill/Telephone
Bill)/Bank Statement/Mobile Bill
 Other Mandatory Attachments- Income Tax PAN (For Indian
National), Passport (For Foreign Nationals)
 Other Attachments- Aadhaar Card
2. Convene General Meeting (Section 96, 100 and Secretarial Standard-2 (SS-2)]
 a. Notice of General Meeting shall be given at least clear 21 days before
the actual date of a General Meeting in writing, by hand or by ordinary
post or by speed post or by registered post or by courier or by
facsimile or by e-mail or by any other electronic means or a Shorter
Notice can be issued with the consent of at least majority in number
and ninety five percent of such part of the paid up share capital of the
company giving a right to vote at such a meeting in accordance
with Section 101.
b. Notice will be sent to all the Directors, Members, Auditors of Company,
Secretarial Auditor, Debenture Trustees and to others who are entitled
to receive the notice of the General Meeting.
c. Notice shall specify the day, date, time and full address of the venue of
the Meeting and contain a statement on the business to be transacted
at the Meeting.
d. Hold the General Meeting on fixed day and pass an ordinary resolution
for appointment of new director/re- appointment of the retiring
director or regularization of additional director. Also check the Quorum
and check whether auditor is present, if not. Then Leave of absence is
Granted or Not.
e. Issue letter of appointment to the Director of the Company mentioning
terms and conditions of appointment and salary to be payable to the
Director.
f. Listed Companies shall disclose the proceedings of General Meeting to
the Stock Exchange within 24 hours from the conclusion of General
Meeting and same shall be posted on the website of the company
within 2 working days. [Regulation 30 and 46(3) of the SEBI (LODR)
Regulations, 2015]
g. Listed Companies shall submit to the stock exchange the details of the
voting results within two working days from the conclusion of the
meeting and post the same on the website of the
Company. [Regulation 44 of the SEBI (LODR) Regulations, 2015]
h. Listed Companies shall submit a disclosure regarding appointment of
Director within 24 hours from the conclusion of General Meeting and
same shall be posted on the website of the company within 2 working
days. [Regulation 30 and 46(3) of the SEBI (LODR) Regulations, 2015]
i. Prepare the minutes of General Meeting, get them signed and compile
accordingly. [Refer the Procedure for Preparation and Signing of
Minutes of General Meeting].
3. Obtain Form MBP-1 from the Appointed Director
Obtain the declaration from the Appointed Director regarding his interest in other
entities in Form MBP-1.
4. Filing of Return of Appointment of Director with the ROC [Section 152(2) and
Rule 8 of the Companies (Appointment and Qualifications of Directors)
Rules, 2014]
After the General Meeting, a Return of Appointment of Directorship (Form DIR-12)
is required to be filed with Registrar within 30 days of appointment with copy of
 Ordinary Resolution along with Consent to Act as Director and Declaration about
his disqualifications. In case of Companies other than OPC and Small Company,
the return is also to be certified by a Company Secretary/Chartered
Accountant/Cost Accountant.
Following documents will be required as an attachment with Form DIR-12

a. Certified True Copy of the Ordinary Resolution passed

b. DIR-2 Consent to Act as Director
c. DIR-8 Declaration by Director
d. Letter of Appointment.
ii. Making Necessary entries in Register of Directors
Company shall make necessary entries in the Register of Director and Key
Managerial Personals and registers of contract and arrangements in which
Directors are interested in Form MBP-4.
iii. File Necessary Amendment Application under following Acts

a. Goods and Services Act

b. Shops & Establishment Act
c. Factories Act
d. Foreign Exchange Management Act
e. Inter-State Migrant workmen Act
f. Private Security Agency Act
g. EPF
h. ESI
i. Other Labour Laws
j. Industry Specific Laws