Appointment of New Directors from Back-End of ROC

Where all the directors’ of the company are disqualified, Company has to induct new directors from back end of Registrar of Companies office submitting physical documents. To appoint a new Director, the Company needs to submit, a request letter under Section 167(3) of the Companies Act, 2013 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 of the e-portal.

Note: If shareholder is also a disqualified director, then shareholder should sign in the capacity of Shareholder only and not as a Director.

The above mentioned, letter should be submitted with following mandatory attachment:

1. Appointment of the new Directors under section 167(3) of the Companies Act, 2013 by the Promoters/Shareholders.

2. NOC from all disqualified directors.

3. Digitally filled in DIR-12 by the professional for the new Director along with requisite fees and additional fees, if any, paid through miscellaneous challan (under individual category) along with following documents:

• Consent letter of New Director in form DIR – 2.
• Address and ID Proof of New Director.
• MBP-1 Notice of interest by the Director.
• DIR-8
• 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

4. 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.,

5. 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.

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

The above documents to be submitted in hard copy along with soft copy in pen drive only. Mumbai ROC has expressly clarified that the soft copies must be submitted in Pen Drive only and DVD or CD will not be accepted.