Trust Deed

Company directors come in various forms, each with distinct responsibilities:

1. Executive Directors

These directors are actively involved in managing the company’s daily operations. They often hold high-level positions such as Chief Executive Officer (CEO), Chief Financial Officer (CFO), or Chief Operating Officer (COO), and are key to making strategic and operational decisions.

2. Non-Executive Directors

Non-executive directors do not engage in daily management but provide valuable oversight and guidance. They contribute to board decisions and offer external perspectives, helping shape the company's strategic direction.

3. Independent Directors

A subset of non-executive directors, independent directors have no financial ties or relationships with the company, ensuring impartiality. Their primary role is to safeguard shareholder interests and promote transparent and fair governance practices.

For more information on corporate governance and director responsibilities, visit Corpadda for expert guidance and support.

In a Private Limited Company, it is essential to adhere to the legal requirements for appointing directors. The Companies Act mandates a minimum of two directors and allows up to fifteen. If a company requires more directors, a special resolution, approved by more than 75% of voting shareholders, is necessary. Appointing new directors may be needed to address business growth, shareholder expectations, or evolving needs. All appointments must comply with the Companies Act 2013 to ensure legal adherence.

Key Sections of the Companies Act, 2013 for Director Appointments

The Companies Act of 2013 outlines critical guidelines for director appointments:

• Section 149: Specifies the composition of the Board, including the minimum and maximum number of directors, requirements for a female director, and a resident director.
• Section 152: Details the appointment procedure, generally conducted at the company's general meeting, and highlights the need for a Director Identification Number (DIN).
• Section 161: Provides guidance on appointing additional, alternate, and nominee directors.
• Section 164: Lists disqualifications for serving as a director.

Companies may adjust their board for several reasons:

• Bringing in New Expertise: As businesses grow, adding directors with new skills and perspectives helps navigate expansion challenges and opportunities.
• Maintaining Strategic Control: Adding directors allows shareholders to delegate operational tasks while maintaining strategic oversight without compromising ownership.
• Revitalizing Board Performance: New directors can rejuvenate the board when current members face personal issues or retirement.
• Ensuring Legal Compliance: To meet the statutory requirements of the Companies Act 2013, companies may need to appoint new directors if the board falls below the required minimum.

Director Qualifications

To qualify as a director, an individual must:

• Be at least 18 years old.
• Not be disqualified under the Companies Act 2013.
• Receive approval from the Board, shareholders, and themselves.

For appointing a director, the following documents are necessary:

• PAN Card
• Proof of Identity (Voter ID, Driving License, Aadhaar Card, etc.)
• Residential Proof (utility bills, rental agreements)
• Recent Passport-Sized Photo
• Digital Signature Certificate (DSC)

Follow these steps for appointing a new director:

1. Review the Articles of Association (AOA): Ensure the AOA permits the appointment of new directors. Amend if necessary.
2. Resolution at a General Meeting:
   • Annual General Meeting (AGM): Typically where appointments are made.
   • Extraordinary General Meeting (EGM): Required if appointments need to be made outside the AGM schedule. Pass a resolution and file it with the Registrar of Companies (ROC) on Form MGT-14 within 30 days.
3. Obtain DIN and DSC: The proposed director must secure a DIN and DSC if not already held, and provide a declaration of non-disqualification.
4. Director’s Consent (Form DIR-2): The director must submit Form DIR-2 to formalize their acceptance.
5. Issue Letter of Appointment: Provide the new director with a formal Letter of Appointment detailing their role, responsibilities, and compensation.
6. Regulatory Filings: File the director’s consent (Form DIR-2) and appointment details (Form DIR-12) with the ROC within 30 days.
7. Update Register of Directors: Record the new director’s information in the company’s Register of Directors and Key Managerial Personnel.
8. Update Regulatory and Tax Records: Ensure the director’s details are updated with the GST Network and other tax authorities to maintain compliance.

• For Accounts Subject to Audit: The deadline is October 31st of the assessment year.
• When Reporting with Form No. 3CEB: The due date is November 30th of the assessment year.
• For Non-Audited Accounts: The deadline is July 31st of the assessment year.

How to Complete the ITR 6 Form

To ensure a smooth and accurate filing process for the ITR-6 Form, follow these recommended steps provided by the Income Tax Department:

1. Part A
2. Schedules
3. Part B
4. Verification

Adhering to this sequence helps organize your information and simplifies the completion of your income tax return.

No Documents Required

When filing the ITR-6 form, you do not need to attach any documents, such as TDS certificates. However, it is important to reconcile the taxes deducted, collected, or paid on your behalf by comparing them with your Tax Credit Statement Form 26AS.