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.

•  Managing Director

A managing director is a director by the articles of association of a company or an agreement with the company or a resolution passed by the board of directors at the general meeting. As the Board of Directors has been entrusted with substantial powers to manage the affairs of the company.

• Whole-time director or executive director

Someone who is in full-time employment at the company is an executive director or a whole directory.

• General Director

An ordinary director is an ordinary director who attends the meetings of the board of a company and takes part in matters that are placed before the board of directors. These directors are not whole-time directors or managing directors.

• Additional 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. However, the number of directors and additional directors of a company together should not exceed the maximum strength fixed for the board of directors by the Articles of Association.

The Board of Directors called upon the original director to act for a director at the general meeting during his absence for at least three months. In most cases, alternate directors are appointed for a person who is a non-resident Indian or for foreign associates of a company.

• Professional Director

A professional director is a director with professional qualifications 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.

• Nominated Director

Banks and private equity investors who provide equity support to a company usually impose a condition for appointing their representative on the board of the company concerned. These nominees are called nominee directors.

A corporate body of the business entity cannot be appointed as a director in a private limited company. Therefore, only one person can be appointed as a director in the company. A private limited company can have a maximum of fifteen directors and the number of directors can be increased further by passing a special resolution.
 

• Provisions and Process of Appointment of Director in a Private Limited Company
• Consent of the Director in Form DIR 2.
• Obtain DSC and DIN of proposed Director.
• Call for a Board Meeting and EGM.
• Issue letter of Appointment.
• File Form DIR-12 to ROC.