Directors are the very important key persons in a company who hold the trustworthy position and deals with the daily management affairs of the company and also take the decisions to operate the company. The Group of Directors is also known as the Board of Directors. As we all know as per the Companies Act, 2013, a private limited company must have at least 2 Directors and a public company must have at least 3 Directors and one-person company (OPC) must have 1 Director. Appointment and Removal of Director in a company has a specific procedure and mentioned in the law and justified and approved by the Board of Directors of company.
vAppointment of Director in a Company
As we discussed above, the procedure to appoint and removal of Director is a legal procedure which is totally based upon the Companies Act,2013.
To appoint a new Director in the company by the Board of Directors by passing an ordinary resolution in an extraordinary general meeting or an annual general meeting and has to be submitted these resolutions with the consent of new director at concerned ROC under form DIR-12 within 30 days from the passing of such resolutions. It is necessary for any single person who is to be elected as Directors of the company for the first time to get DIN (Director identification number) by the filing of form DIR-3 and to get your DIN to submit your necessary documents in Ministry of corporate affairs.
vMinimum number of Directors in a company
As per the law as a public limited company you need a minimum of 3 Directors. but in the case of a private limited company, you appoint a minimum of 2 Directors and in a one-person company, you need a minimum of 1 Director. And you appoint a maximum of 15 Director in a private limited company. To appoint one more Director in a company. The company needs special resolutions in its general meeting and Board meeting.
vThere Are 9 Types of Directors in A Private Limited Company
1. Executive Director – A Director who involve full-time work in a company with higher province it’s called executive Director but the non-executive Director he only takes parts in the policy-making or planning process. And not involve every day in the working of company.
2. Managing Director – A Person who manage the substantial affairs of the company and is capable to make all the decisions, handle all company works and guide other members of the company.
3. Independent Directors – Such types of Directors do have not any direct relationship with the company. But they have very expertise and experience to give expert advice to the board when the board needed.
4. Residential Directors – A company must need one Director who has residential in India for at least 182 days.
5. Small shareholder Directors – The members or shareholders with small shareholding has the power to appoint their own director in a listed company.
6. Women Director – A Women Director is must be needed for a company that has paid-up capital of RS. One hundred crores and hold their securities listed on the stock exchange or have a turnover more than RS. Three hundred crores
7. Additional Directors – A person can be appointed as an additional director who can take the position and acts like a director until the next general meeting.
8. Alternate Directors – The Company select one person as an alternate Director who comes on board meeting when a director is absent for more than three months or 90 days for a temporary period.
9. Nominee Director – The Nominee Director is appointed by the central government of shareholders and a third person. When their quiet mismanagement or the Board members misuse their responsibility.