Pre-requisites & Important Points 

• The person appointed as Additional Director must not be the one who failed to be appointed as a director in the general meeting.
• The appointment of the additional director must be regularized at the next Annual General Meeting.
• The appointment of a director must be done subject to the limit provided under Section 149 (1) of the Companies Act, 2013.
• The appointed additional director must fulfil the eligibility criteria and must not be disqualified as per section 164 of the Companies Act, 2013.
• The appointed director must hold an active DIN. If not, Form DIR-3 –Application for DIN to be made [The person being appointed as an additional director must submit a copy of resolution passed for approving the proposal of appointment in Form DIR-3]
• For Listing Company, approval of shareholders is required for the appointment of a director at the next general meeting or within a period of three months from the date of appointment, whichever is earlier.  
  • If such appointment or re-appointment of a person to the board of directors or as a manager is subject to approval of regulatory, government or statutory authorities, then the time taken to receive such approvals shall be excluded for the purposes of this clause
  • A public sector company shall ensure that the approval of the shareholders for appointment or re-appointment of a person on the Board of Directors or as a Manager is taken at the next general meeting. (Regulation 17 (1C) of SEBI (LODR) Regulations, 2015.)
• An additional director can be appointed in the capacity of an independent director subject to Regulation 25 (2A) of LODR, 2015.
  • The appointment, reappointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.
• It is to be noted that where a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made
• The recommendation of the Nomination & Remuneration Committee (NRC) as per Section 178 of the Companies Act, 2013 is required for the appointment of an additional director which shall be considered by the Board in case of *Listed companies and the companies specified under Rule 6 of the Companies (Meetings of Boards & its Power) Rules, 2014. 
• A written consent to be obtained from the Proposed additional director under form DIR-2 and to be submitted with the Registrar of the company within 30 days of his appointment. (Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014). Now DIR 2 to be certified by the Director in the Form DIR 12 itself
• A written intimation to be obtained about his disqualification under form DIR-8.
• A disclosure of interest form to be obtained from the person appointing as additional director under form MBP-1. (Section 184 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Qualification of Directors) Rules, 2014 
• At a GM, separate resolutions required for appointment of Directors unless a proposal to move such a motion has first been agreed to at the meeting without any vote being cast against it. (Section 162 of Companies Act 2013)