Section 167(3) of Companies Act 2013 provides that where all the directors of a company vacate their offices under any of the disqualifications specified in sub-section (1), the promoter or, in his absence, the Central Government shall appoint the required number of directors, by making a Request Letter to Registrar of Companies, who shall hold office till the directors are appointed by the company in the general meeting.

The Request Letter shall be signed by Shareholders of the Company explaining the facts that all the Directors of the Company are disqualified and requesting for insertion of at least 1 Director through back end.

Procedure For Appointment of Director from Backend.

1. Request letter signed by the Promoters/shareholders of the company explaining the facts and requesting for insertion of at least one director through the backend of the MCA portal with the following attachments

2. Appointment of the new directors under section 167(3) of the Companies Act, 2013 by the promoters/shareholders;

Physical E-Form DIR-12 manually signed for the appointment of new Director along with requisite fees and additional fees as applicable paid through a miscellaneous challan (Under Individual category) along with following documents:

* DIR-2 Consent Letter of Director.

* Address and ID Proof of appointee Director;

* MBP-1 Notice of interest by the Director

* Print out of DIN status of the New Director

* Print out of Names and CIN of the Company where new Director is already a director.

* DIR-8

3. A Certificate from professional, stating that he/she has verified the register of members and other connected records and certifies that the applicant/s is/are the majority shareholder/s.

4. Copy of resolution for appointment of the new Directors along with the copy of notice and explanatory statement.

5. Proof of shareholding of the Promoters/shareholders (who appoints the new director) like share certificates or register of members updated till the date of the request letter along with certification by professional with membership number etc

The above documents to be submitted in hard copy along with soft copy in pen drive only.

After filing of all these documents to the concerned Registrar of Companies (ROC) the ROC will forward the application to the concerned Regional Director for the insertion of the name of one Director on the portal 

Disclaimer: The Article is based on the Relevant Provisions and as per the information existing at the time of the preparation. In no event I shall be liable for any direct and indirect result from this Article. This is only a knowledge sharing initiative.

Author Bio

Qualification: CS
Company: Raunit Gupta & Associates
Location: Bareilly, Uttar Pradesh, IN
Member Since: 17 Nov 2019 | Total Posts: 2
CS Raunit Gupta is a Commerce Graduate and an Associate Member of the Institute of Company Secretaries of India (ICSI). He is a founder of Raunit Gupta & Associates, Compnay Seretary and Corporate Law Professionals. He is a View Full Profile

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March 2021