Appointment of a director other than a retiring director at the Annual General Meeting (AGM)

Procedure to be followed by a public company:

1. The candidate for directorship or any member proposing another person for appointment to the office of the director is required to give a notice in writing not less than 14 days before the meeting, signifying candidature for the office of director or intention to propose another person as a candidate for that office, along with a deposit of Rs. 1,00,000 which shall be refunded to such person, or as the case may be, to such member, if the person succeeds in getting elected as a director.

2. Requirements of deposit of amount shall not apply for appointing an independent director or a director recommended by the Nomination and Remuneration Committee, or a director recommended by the Board of directors, in the case of a company not required to constitute Nomination and remuneration Committee.

3. On receipt of the notice, the company will inform its members of the candidature of a person for the office of director or intention of the member to propose such person as a candidate for that office by serving individual notice on the members, not less than 7 days before the meeting.

4. Where individual notice is not practicable, publish notice not less than 7 days before the meeting, in at least 2 newspapers (English and the other in regional language) in the place where the registered office of the company is situated.

5. In the case of a listed company, forward copies of this notice also to the stock exchange, where the shares of the company are listed.

6. Check whether the director to be appointed in the general meeting has obtained a DirectorIdentification Number (DIN). If not then ask such a person to make an application to the Central Government (CG) for obtaining a DIN and ensure that the Director has intimated his DIN to the Company.

7. Ensure that the consent of the director, as well as the declaration from the director, has been obtained in Form DIR – 2.

8. At the general meeting, the motion to appoint a person other than the retiring director will be taken up.

9. Where more than one such proposal is to be decided, they are to be discussed one by one and the decision of the meeting to be arrived at in respect of each proposal separately.

10. In the case of a listed company, send the notice and a copy of the Proceedings of the general meeting to the stock exchange with which the company is listed.

11. In case the person is appointed as a director, the company shall refund the deposit of Rs. 1,00,000 to such person or to such other member, who had proposed his name for directorship.

12. The company has to file particulars of director in Form DIR–12 with the Registrar of Companies (ROC) within 30 days of the appointment after paying the requisite fee electronically. Ensure that said Form is digitally signed by managing director or manager or secretary of the company and also certified by a Company Secretary (CS) or Chartered accountant (CA) or Cost accountant (CMA) in whole-time practice by digitally signing it.

Following attachments are required for filing Form DIR – 12:

1. Letter of appointment.
2. Declaration by the first director.
3. Declaration of the appointee Director in Form DIR-2.
4. Interest in other entities.

Additional requirements for private companies are required in the Articles of Association (A0A).

1. In the case of a listed company, particulars of appointment of director should also be given to the stock exchange if the shares of the company are listed.

2. The particulars of the director and other aspects of the director have to be entered by the company in the registers maintained under Sections 170 and 189.

3. After the appointment, the director concerned has to inform other companies in which he is the director of his appointment.