All companies must have Directors to manage the business and formulate policies. A private company must have a minimum of two Directors and a maximum of fifteen Directors. One person companies must have one Director, and public companies must have a minimum of three Directors. Hence the Directors that are appointed at the time of incorporation of private limited companies are named in the Articles of Association. Subsequently when Directors have to be added a resolution for adding a Director must be passed in the General Meeting.
Types of Director
A board resolution can be passed to appoint the following type of Directors:
A managing Director is one who is entrusted with substantial powers of management of affairs of the company by virtue of Articles of Association or an agreement with the company or a resolution passed in its general meeting or by its Board of Directors.
Whole Time Director or Executive Director
An Executive Director or whole-time Director is in full-time employment of the company.
An ordinary Director is one who attends the Board Meetings and participates in the matter put before the board. He has no special powers or responsibilities.
An additional Director is a Director appointed by the Board of Directors between two annual general meetings and holds office only till the next general meeting. The additional Director, along with the existing Director count, must not exceed the maximum strength fixed for the Board of Directors.
An alternate Director is appointed by the Board of Directors in place of an “ordinary Director” during his absence for a period not less than three months from India. Generally, the alternate Directors are appointed in place of a Non-Resident Director or for foreign collaborators of the company.
A Director possessing professional qualifications is appointed to the Board to utilize their expertise in the management of the company.
Banks and Private Equity Investors generally appoint their representatives to the board, and such Directors are called Nominee Directors.
Appointment of Director
The following format of Board resolution can be used to record the appointment of Director in a General Meeting.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ABC PVT LTD HELD AT THE REGISTERED OFFICE OF THE COMPANY AT MUMBAI ON 24TH OF SEPTEMBER AT 11.00 AM
RESOLVED THAT pursuant to the provisions of section 152 of the Companies Act, 2013 and in terms with the Articles of Association of the Company Mr. ADD, who has signed his consent in the Form DIR-2 if appointed, to act as a Director of the Company, be and is hereby appointed as an additional Director of the Company.
For ABC PVT LTD
The Directors must have a Director Identification Number and Digital Signature to be appointed as the Director.
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