Appointment of Director

A director is a person appointed by boards to perform the duties and functions of the company in conformity with the provisions of the Companies Act, 2013. As the company is an artificial person it can only act through the agency of a natural person. Thus, a director has to be a living person and the management of the company is entrusted to its Board of Directors. In a Private Limited Company, the directors play a vital role in its functioning. The conduct of the business and the day-to-day decisions are made by the directors. In this article, we are going to discuss how a company can legally change and incorporate new directors in India.

Minimum Number of Director as per Section 149(1)(a) of Company Act, 2013

• Public Limited Company - Minimum number of 3 Directors
• Private Limited Company - Minimum number of 2 Directors
• One Person Company - Minimum number of 1 Directors
• Nidhi Company - Minimum number of 3 Directors

Types of Directors in the Company

• Managing Director

According to Section 2(54) of Company Act, 2013 Managing Director means a director who, by virtue of the articles of a company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the company and includes a director occupying the position of managing director, by whatever name called.

• Whole-time director or executive director

According to Section 2(94) whole-time director or executive director includes a director in the whole-time employment of the company.

• Appointment of Director

An additional director is a person appointed by the board of directors between two annual general meetings, subject to the provisions of the company's articles of association. Additional directors should hold office only till the date of the next Annual General Meeting of the company.

• Professional Director

A professional director is a director with professional qualifications appointed by the company as a non-executive director and has no pecuniary interest in the company. These professional directors are sometimes appointed to the board to exercise their expertise in managing the company.

Requirement of female director in the company

At least one-woman director is to be appointed in case of listed companies and limited companies having paid-up share capital of Rs.100 crore or more or a turnover of Rs. 300 million.