1. What are the Different types of Directors:

1. Directors: A director is a person from a group of managers who leads or supervises a particular area of a company. Directors are the said to be brain of the company. They are the managerial personnel who control and administer the company’s operations. To become the Director of a Company, a person must be at least 18 years old and possess Director Identification Number. Foreign Nationals can also become Directors of an Indian Company.
2. Managing Director - A managing director is employed by the business, often by the chairman. Other roles include running the business and producing salaries. The managing director manages the board of directors and oversees the performance of the business, thus reporting back to the chairman.
3. Executive Directors - A group of executive directors who each play a significant role within the company. They maintain full responsibility over their respective departments such as Finance, Marketing and Sales. Each director manages their department ensuring that tasks and objectives are being met. Executive directors also sit on the board.
4. Non-executive directors - These advise the business by proposing different forms of strategy and also decide remuneration of the executive directors.

2. WHAT ARE THE QUALIFICATION FOR THE APPOINTMENT OF DIRECTORS

There are no exact provisions for the qualification of directors in Companies Act, 2013. Although certain qualifications are required:

• A director must be a person of sound mind
• There must behold of the minimum number of shares required as per AOA.
• Only an individual can be appointed as a director.
• Director must be a solvent person.
• He must not have been convicted of any offence by any court.

3. WHAT ARE THE DISQUALIFICATION OF DIRECTORS

Section 164 of Companies Act, 2013 stipulates that the person cannot be appointed as a director if he had the following disqualification:

• If the director is of unsound mind.
• If he is undischarged insolvent
• If he has applied to be adjudicated as an insolvent
• Has been convicted of an offence involving moral turpitude
• Has not paid any calls for his unpaid shares
• Such an individual is a director of a public company that:
  1. Has not filed an annual return of continuous three years.
  2. Has failed to repay its debt

4. What are the Pre-requisites for changing directors in Private Limited Company?

While carrying change in the board of directors, the company must obtain consent from its Board and members, as required by passing a resolution. Further, the care must be taken that the number of directors does not fall below the statutory limit after removal or resignation.

5. What are the Requirements for Becoming director?

A Director of a Company must be above the age of 18 and must have a Director Identification Number. The person can be an Indian National or a Foreign National.

6. What are the Documents required for Obtaining Din No.?

Digital Signature Certificate of a director is the primary requirement for applying DIN online. Therefore he must have DSC with a validity period.

Documents required to be attached with the form DIR-3 for applying DIN online:

• Passport size photograph
• ID proof
• Residential proof.

7. Can I apply for another DIN, if I have already procured one?

No, you are not required to obtain another DIN or we cn say that you cannot apply for New DIN. It is permanently allotted and is pan based allotted once in life of every director and can be used for a person’s subsequent appointment in any company/LLP.

8. Can a Body Corporate be appointed as director in the company?

No, Only an individual can act as a director in the company. Hence, if any LLP or Company is willing to be added as a director in the company, only its representative may act as the director.

9. Whether NRIs / Foreign Nationals can be appointed as director in Private Company?

Yes, an NRI or Foreign National can be a Director of a Private Limited Company after obtaining Director Identification Number. However, at least one Director on the Board of Directors must be an Indian Resident any time after company incorporation.

10. What is the Procedure for Appointment of Director?

After Obtaining DIN of the Appointee Director.

Submit the form DIR-12 with ROC within 30 days of passing resolution along with the following documents as an attachment annexed to the form:

1. Consent letter in form DIR-2
2. Appointment letter
3. Interest in other entities in form MBP-1
4. Id proof & residential proof
5. Copy of Board resolution passed

11. Do  a person need any approval of Board for Resigning from the Post of Director likewise appointment needs?

No, a director can voluntarily resign and does not need any approval from board. The notice of resignation must be served to company stating reason of resignation. Also, the resigning director needs to file a form DIR-11 for intimation to MCA about his resignation from company. And request the company to file Dir-12 for his resignation.

12. What is the procedure of Resignation of Directors?

Following is the procedure for the resignation of the director under Section 168 of Companies Act, 2013:

• The director has to send his intention to resign by sending a notice to the company stating the reason for resigning.
• The resignation is effective from the later of the following two dates:
  1. Date of receipt of notice by a Company or
  2. The date if specified by a director in his notice.
• Companies act 2013 makes it obligatory for the resigning director to file DIR-11 to the ROC intimating about his resignation.
• The company, after receiving the notice of resignation, shall take it into effect on the receipt & pass a necessary resolution for the approval of the same.
• The company has to file DIR-12 within 30 days of the effective date of resignation. Following documents are required to be annexed with the form:
  1. Resignation letter
  2. CTC of Board resolution passed for the approval of resignation.

13. What is the Difference between resignation & removal of Director?

The Resignation of Director means Self Resignation by the Director Himself and Removal of Director is to be done by the shareholders of the Company.

14. What should be done to remove a Director from a company?

In order to remove a director from a Company, the directors shall call a EGM of members for their consent after serving special notice in this regard. The exiting director must be given an opportunity to represent his grounds.

15. What is the Procedure for Removal of Director?

Section 169 of Companies Act, 2013, governs the provisions for the removal of directors. A director can be removed by the shareholders of the Company before the expiry of their tenure.  Every removal must be reported by a Company to MCA. All the matter of removal is thoroughly scrutinized by ROC.

• Shareholders can remove the directors by passing an ordinary resolution in general meeting.
• Special notice of the intentions of removing directors is required to be given by the shareholders.
• The company, after it received the notice, shall send the notice to all the members, or it can also publish in the form of an advertisement in a newspaper with the highest circulation at least 7 days before the date of the meeting.
• The company shall give intimation to the concerned director about his removal. And the director must be given an opportunity of being heard.
• Every special resolution is required to be filed within 30 days of passing SR in form MGT-14 with ROC.