Addition Of Directors
Director of a company is elected by the shareholders for managing the affairs of the company according to the MOA and AOA of the company. As Company is an artificial judicial person created by law, it can only act through the agency of natural persons. Therefore, only living persons could be Directors of a company and the management of a company is entrusted to the Board of Directors.
Time to Time Directors could be appointment as per the requirements of the company through the shareholders of the same.
The Proposing Director should have Director Identification Number (DIN No.) & Digital Signature Certificate (DSC). DIN could be obtained for any person above 18 and is of sound mind, besides there Residential Status or Nationality
Types of Director in Company
The following are the types of Director in Company:
A “Managing Director” means a Director who, by virtue AOA or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of affairs of the company.
Whole-time Director or Executive Director
An Executive Director or whole-time Director is someone in full-time employment of the company.
An “Ordinary Director” means a simple Director who attends the Board meetings of a company and participate in the matters put before the Board of Directors. These Directors are other than whole-time Directors or Managing Directors.
An Additional Director is the director who is appointed by the Board of Directors between two AGM subject to the provisions of the AOA of a Company. Additional Directors are allowed to hold office up to next AGM. The total strength of Directors including Additional director should not exceed the strength mentioned in AOA
Alternate Director work as an substitute director for the original director in his absence for a period of not less than three months, from India.Alternate directors are often appointed for NRIs oor Foreign Collaboraters.
Any Director possessing professional qualifications and do not have any pecuniary interest in the company are called Professional Directors. In large companies, Professionals are sometimes appointment to the Board to utilize their expertise in the management of the Company.
Banks, Equity investors, financers etc. who grant debt or equity assistance or financial assistance to a company generally impose a condition to appoint of their representative on the Board of the concerned Company. These nominated persons are called as nominee Director.
In OPC, a nominee Director is someone nominated by the sole Director of the One Person Company to take over affairs of the OPC in case of death or incapacitation of sole Director.
Maximum and Minimum Number of Directors in Private Limited Company
Only an Individual can be appointed as a Director in a Company. A body corporate or business entity cannot be appointed as a Director in a Company. A company can have a maximum of fifteen Directors – it can be increased further by passing a special resolution.
Minimum Number of Director in Company are as follows:
Private Limited Company – Minimum two Directors in case of Private Limited Company
Limited Company – Minimum three Directors in case of Limited Company.
One Person Company – Minimum one Director in case of One Person Company.
Director in Private Limited Company – Residency Requirement
There is nothing in the Companies Act, 2013 that prohibits the appointment of any person who is a foreigner or NRI as a Director of a Company. However, Section 149(3) provides that every company shall have at least one Director who has stayed in India for a total period of not less than one hundred and eighty-two days in the previous calendar year.
Listed companies and Limited companies having a paid-up share capital of Rs.100 crore rupees or more or turnover of Rs.300 crores or more are required to appoint at leastone woman Director. There is no women Director requirement for a private limited company.