As per the Companies Act 2013 (in India), the appointment of a director in a private limited company is governed by the following rules and procedures:

Eligibilty: To be eligible for the position of director in a private limited company, a person must have a Director Identification Number (DIN) issued by the Ministry of Corporate Affairs (MCA). They should not have been disqualified from being appointed as a director under the Companies Act or any other law.

Obtaining DIN: If the person does not have a DIN, they need to apply for one through the MCA portal (www.mca.gov.in) by filling the DIR-3 form.

Consent and Declaration: Before appointment, the proposed director must provide his/her consent to act as a director of the company. They must also furnish a declaration that they are not disqualified to become a director under the Companies Act.

Appointment: The appointment of a director can be done in the following ways:

• Appointment by Shareholders: Shareholders of the company can appoint a director at the Annual General Meeting (AGM) or an Extraordinary General Meeting (EGM) by passing an ordinary resolution (unless the Articles of Association require a special resolution).
• Appointment by the Board: The Board of Directors can appoint additional directors between AGMs or EGMs to fill casual vacancies or to meet the requirements of the board. Such an appointment will be subject to ratification by shareholders at the next general meeting.

Intimation and Filing: Once the director is appointed, the company must inform the MCA about the appointment within 30 days using the DIR-12 form.

The procedure for the appointment:

Check Eligibilty: Ensure that the person proposed to be appointed as a director meets all the eligibility criteria, including having a valid Director Identification Number (DIN) and not being disqualified under the Companies Act or any other law.

Board Resolution: The first step is to convene a meeting of the existing board of directors to pass a board resolution proposing the appointment of the new director. The resolution should include details such as the name of the proposed director, their DIN, consent to act as a director, and other relevant particulars.

Intimation and Consent: Obtain the consent of the proposed director in writing to act as a director of the company. The individual must also provide a declaration that they are not disqualified from becoming a director.

Hold General Meeting: Once the board resolution is passed, convene an Extraordinary General Meeting (EGM) or Annual General Meeting (AGM) to get the approval of the shareholders for the appointment of the director. Notice of the meeting, along with the agenda and relevant documents, must be sent to all shareholders as per the Companies Act.

Shareholder Approval: During the EGM or AGM, the shareholders will pass an ordinary resolution to approve the appointment of the new director. The resolution should be filed with the Registrar of Companies (RoC) within 30 days using the MGT-14 form.

File DIR-12: Within 30 days of passing the board resolution, the company needs to file the Form DIR-12 with the RoC, which contains details of the new director’s appointment. The form should be submitted through the MCA portal.

Update Register of Directors: After the appointment is approved, update the register of directors and key managerial personnel as per Section 170 of the Companies Act.

File DIR-2: The newly appointed director needs to submit a Form DIR-2 to the company, providing his/her consent to act as the director and confirming that he/she is not disqualified.

Other Complianes: Ensure that all other relevant compliances are met, such as updating the company’s books and registers, updating the website (if applicable), and making necessary filings with other regulatory authorities.