CHANGE IN DIRECTOR(S)OF COMPANY

The Companies can make changes in the Board of Directors either appointment, resignation and removal can be made as per the provisions given in the Companies Act 2013, the AOA of the company, and also as per the agreements, if any. Directors are appointed by the Board/shareholders of the company to ensure that the day to day operations of the company are executed in an efficient manner.

Directors stand in fiduciary position towards the company in regard to the powers, conferred on them by the Companies Act or by the articles of the company; and also with regard to the funds of the company, which are under their control.

A change in director(with relevant section of the Companies Act, 2013) means either:

1. Appointment of Directors (General Provisions-Section 152)
2. Appointment of Additional Directors – Section 161(1)
3. Appointment of Alternate Director- Section 161(2)
4. Appointment of Nominee Directors – Section 161(3)
5. Appointment of Director to fill Casual Vacancies – Section 161(4)
6. Appointment of Independent Director
7. Resignation of Director- Section 168
8. Removal of Director- Section 169

The procedure for change in director are:

1. For Appointment of a new director, approval is required in Board Meeting and of the Shareholders in a duly convened General Meeting.
2. Consent of Director is required in Form DIR-2
3. A director may resign from his office by giving notice in writing and may also forward a copy of resignation along with reasons to the Registrar in Form DIR-11 within 30 days from the date of resignation.
4. The Board shall, on receipt of such notice of resignation/appointment intimate the Registrar in Form DIR-12 and also place the fact of resignation/appointment in the Directors’ Report and on the website.
5. The company is also required to make such necessary entries in the Register of Directors maintained in accordance with the provisions of Section 170 of the Companies Act, 2013.