Any appointment may be declared to have effect as from the date upon which the appointee commenced to exercise the powers and discharge the duties of his appointment, not being a date earlier than the date of the commencement of the enactment under which the appointment is made.
Procedure for Director Appointment or Addition in a Company Step 1: Reviewing the Articles of Association (AOA) ... Step 2: Resolution at a General Meeting. Step 3: Application for DIN and DSC. Step 4: Obtaining Director's Consent (Form DIR-2) ... Step 5: Issuing the Letter of Appointment. Step 6: Regulatory Filings with the ROC.
A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favour. Directors are appointed when the company is first formed, if it is bought or sold (e.g. when buying a shelf company), on changes of control by shareholders, or to bring in new experience to a growing business.
“RESOLVED THAT pursuant to the provisions of section 161(4) of the Companies Act, 2013, read with Articles of Association of the Company, Mr. _______ be and is hereby appointed as Director of the Company in order to fill the casual vacancy caused by the death/removal/resignation of Mr. _______, Director of the Company.
Who appoints directors? Most commonly, directors are appointed by the shareholders at the Annual General Meeting (AGM), or in extreme circumstances, at an Extraordinary General Meeting (EGM). A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favour.
Proposed resolutions should be sent to all eligible members (those entitled to vote) and the company auditor (if applicable), either in writing or electronic format. If a resolution to remove a director is proposed at a general meeting, the director who is proposed to be removed must also receive a copy.