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Compliance Checklist | Appointment of a Director in a Listed Entity

Sr. Relevant Law Action Details

No.
1. Section 173 and Convene Board of Hold a meeting of Board of Directors of the
102 of the Act. Directors Meeting Company to (A) discuss the agenda and
deciding on the name of proposed director
and pass Board Resolution to consider the
appointment of director subject to approval of
members at general meeting; and (B) fix the
day, date, time and venue of the General
Meeting and to approve the draft notice
convening the General Meeting along with
explanatory statement annexed to the notice
and authorize the Director or Company
Secretary to sign and issue notice of General
Meeting.

2. Section 152(4), Consent of Director The Proposed Director has to submit Form
152(5) of the Act. DIR-2 (Consent to act as a Director) and
Form DIR-8 (Intimation by Director about his
disqualification) to the Company either before
the Board Meeting or during the Board
Meeting.

3. Section 160 of the Notice signifying The person to be appointed or the member
Act candidature intending to propose him as a director, has to,
not less than fourteen days before the
General Meeting, leave
a notice in writing under his hand signifying
his candidature as a director or, as the case
may be, the intention of such member to
propose him as a candidate for that office,
along with the deposit of [one lakh rupees] or
such higher amount as may be prescribed.

[Requirements of deposit of amount shall not

be applicable in case of an independent
director]

43. Section 153 and Allotment of DIN If the person does not have Digital Signature,
152 (3) of the Act. he shall obtain Digital Signature from
Certifying Authority in India. The person shall
have a valid DIN allotted by the Ministry of
Corporate Affairs (MCA). At present,
application for allotment of DIN can be
submitted to MCA only through the company
where he/she is proposed to be appointed.

The Application for DIN is required to be

countersigned by a Director of the Company
and a copy of resolution approving the
proposal of appointment is also to be
submitted by the person in Form DIR-3 with
MCA with his ID Proof & Address proof, duly
digitally signed by him and a director of the
company in which the appointee is intended
to be appointed as director.
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Documents for DIR-3 are as follows

a. One Passport Size Photo in JPG/JPEG

Format
b. Board Resolution proposing his
appointment as director in an existing
company
c. Specimen signature duly verified
d. ID Proof- Driving
License/Passport/Election Voter ID Card
e. Residence Proof- Utility Bill (Electricity
Bill/Telephone Bill)/Bank
Statement/Mobile Bill
f. Other Mandatory Attachments- Income
Tax PAN (For Indian National), Passport
(For Foreign Nationals)
g. Other Attachments- Aadhaar Card

54. Section 96, 100, Appointment at a a. Notice of General Meeting shall be sent
152(2) of the Act. General Meeting and to all the Directors, Members, Auditors of
issuance of letter of Company, Secretarial Auditor,
appointment Debenture Trustees and to others who
are entitled to receive the notice of the
General Meeting. Notice shall specify the
day, date, time and full address of the
venue of the Meeting and contain a
statement on the business to be
transacted at the Meeting.
b. Hold the General Meeting on fixed day
and pass an ordinary resolution for
appointment of new director.
c. Issue letter of appointment to the
Director of the Company mentioning
terms and conditions of appointment and
salary to be payable to the Director.

5. Section 196 of the Appointment of the a. Managing Director shall be appointed

Act Managing Director subject to the provisions of Section 197
and Schedule V of the Act

b. The terms and conditions of the

appointment of a Managing Director and
remuneration payable should be
approved by the Board of Directors at a
meeting which shall be subject to
approval by a resolution at the next
general meeting of the company

c. Provided that a notice convening Board

or general meeting for considering such
appointment shall include the terms and
conditions of such appointment,
remuneration payable and such other
matters including interest, of a director or
directors in such appointments, if any.
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65. Regulation 30, Disclosures to Stock Company to disclose the proceedings of

46(3) and Schedule Exchange General Meeting to the Stock Exchange
III Part A within 24 hours from the conclusion of
Paragraph (A)(7) of General Meeting and same shall be posted on
LODR the website of the company within 2 working
days.

76. Regulation 44 of Disclosures to Stock Company to submit to the stock exchange the
the LODR Exchange details of the voting results within two working
days from the conclusion of the meeting and
post the same on the website of the
Company.

87. Regulation 30, Disclosures to Stock Company to submit a disclosure regarding

46(3) and Schedule Exchange appointment of Director within 24 hours from
III Part A the conclusion of General Meeting and same
Paragraph (A)(7) of shall be posted on the website of the
LODR company within 2 working days.

98. Section 152(5) of ROC Filings Obtain the declaration from the Appointed
the Act and Director regarding his interest in other entities
Companies in Form MBP-1. Within 30 (thirty)days of the
(Appointment and appointment of a director, Company shall file
Qualification of the Form DIR-12 and the requisite feefee, and
Directors) Rules, any other forms as may be required for the
2014 appointment of director.

Following documents will be required as an

attachment with Form DIR-12: (a) Certified
True Copy of the Ordinary Resolution passed;
(b) DIR-2 Consent to Act as Director; (c) DIR-
8 Declaration by Director; (d) Letter of
Appointment.

[Note: In case of a meeting for the

appointment of the Managing Director, the
Company also has to file eForm MGT-14
(within 30 days) and Form No. MR-1(within 60
days)]

109. - Updating registers Company should make necessary entries

regarding appointment of Director in the
Register of Director and Key Managerial
Personals and Register of contracts and
arrangements in which directors are
interested.
110. - Change in File Necessary Amendment Application or
management intimation to authorities for change in
intimations/approvals management under various applicable laws.
under various
legislations

Compliance Checklist | Removal of a Director in a Listed Entity

Sr. Relevant Law Action Details

No.
1. Section 169(1) Reasonable Director to be removed has to be given a
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Opportunity to the reasonable opportunity of being heard.

Director
2. Section 115, 169(2) Special Notice to A special notice shall be required to remove a
and Rule 23(1) of Company by director or to appoint somebody in place of a
the Companies members director so removed, at the meeting at which
(Management and he is removed. Such notice shall be sent by
Administration) members to the Company not earlier than 3
Rules, 2014 (three) months but at least 14 (fourteen) days
before the date of the meeting at which the
resolution is to be moved, exclusive of the day
on which the notice is given and the day of the
meeting.
The special notice shall be signed, either
individually or collectively by such number of
members holding not less than 1 (one)
percent of total voting power or holding shares
on which an aggregate sum of not less than
five lakh rupees has been paid up on the date
of the notice.

3. Section 169 (5), (6) Appointment of A vacancy created by the removal of a director
and (7) another Director in may, if he had been appointed by the
place of the removed company in general meeting or by the Board,
director be filled by the appointment of another director
in his place at the meeting at which he is
removed, provided special notice of the
intended appointment has been given.

A director so appointed shall hold office till the

date up to which his predecessor would have
held office if he had not been removed.

The Director so removed shall not be re-

appointed as a Director by the Board of
Directors.

4. Regulation 30, Disclosures to Stock Listed Company shall submit the disclosure of
46(3) and Schedule Exchange receipt of special notice to remove a director
III Part A Paragraph to the Stock Exchange within 24 hours from
(A)(7) of LODR the receipt of Notice and post the same on the
website of the Company within 2 working
days.

5. Section 173 of the Convening meeting Hold a meeting of Board of Directors of the
Act of the board of Company: (A) to take note of the special
directors notice for removal of Director given by the
members of the Company and forthwith send
a copy thereof to the Director concerned and
he shall be entitled to be heard on the
resolution at the meeting; (B) to fix day, date,
time and venue for holding General Meeting of
the Company; and (C) to approve the draft
notice of General Meeting and to authorize CS
or CFO or any Director of the Company to
issue the notice of General Meeting.

6. Section 169 (4) of Right of Where notice has been given of a resolution to
the Act representation of the remove a director and the director concerned
director being makes with respect thereto representation in
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removed writing to the company and requests its

notification to members of the company, the
company shall, if the time permits it to do so,
—

(a) in any notice of the resolution given to

members of the company, state the fact of the
representation having been made; and

(b) send a copy of the representation to every

member of the company to whom notice of the
meeting is sent (whether before or after
receipt of the representation by the company),

and if a copy of the representation is not sent

as aforesaid due to insufficient time or for the
company’s default, the director may without
prejudice to his right to be heard orally require
that the representation shall be read out at the
meeting.

7. Section 169(1) of Removal of Director Hold the General Meeting on fixed day and
the Act at the General pass an Ordinary Resolution for Removal of
Meeting Director (Special Resolution shall be passed
for removing an Independent Director, serving
his second term) after giving him an
opportunity of being heard or Appointment of
Director in place of removed director.

8. Regulation 30, Disclosures to Stock Listed Companies shall disclose the

46(3) and Schedule Exchange proceedings of General Meeting to the Stock
III Part A Paragraph Exchange within 24 hours from the conclusion
(A)(7) of LODR of General Meeting and same shall be posted
on the website of the company within 2
working days.

9. Regulation 30, Disclosures to Stock Listed Companies shall inform the Stock
46(3) and Schedule Exchange Exchange about appointment of Director
III Part A Paragraph within 24 hours from the conclusion of General
(A)(7) of LODR Meeting and same shall be posted on the
website of the company within 2 working days.

10. Regulation 44 of Disclosures to Stock Listed Companies shall submit to the stock
the LODR Exchange exchange the details of the voting results
within two working days from the conclusion of
the meeting and post the same on the website
of the Company.

11. Companies ROC filings Company shall file Form DIR-12 for cessation
(Appointment and of office of the Director or appointment of
Qualification of Director within 30 days of General Meeting
Directors) Rules, along with the following documents for the
2014 cessation of the director and any other forms
as may be required for the appointment of
director:

a. Certified true copy of Ordinary

Resolution;
b. Certified true copy of Special Notice.
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12. - Updating registers Company should make necessary entries

regarding appointment of Director in the
Register of Director and Key Managerial
Personals and Register of contracts and
arrangements in which directors are
interested.

13. - Change in File Necessary Amendment Application or

management intimation to authorities for change in
intimations/approvals management under various applicable laws.
under various
legislations