Documents for Appointing Director from Back-End when current Directors are disqualified u/s 164(2)

Format of Documents required for Appointment of Director from Back-End when current Directors are disqualified under Section 164(2) of Companies Act, 2013.

Below List of Documents need to be submitted to RoC Physically:-

1. Application Letter to RoC for Appointment of director from Back-End.

2. Notice for AGM /  Extra-ordinary general Meeting (as the case may be)

3. Extracts of Resolution passed at AGM/EOGM

4. Certified Copy Shareholders’ Attendance Sheet

5. Professional Certificate

6. Proof of shareholding –  It is to be given by way of share certificates or Register of shareholders, each page of which would be attested by a professional.

7. Letter Of Appointment to newly elected Directors from the shareholders

8. DIR 12– Physical Signature of the shareholders & signature of professional with rubber stamp at the end of the form is needed, also required the attachment to DIR 12 [DIR 12 is to be filled up online but would have to be submitted offline]

9. Copy of Paid Challan as fees paid for DIR 12.

10. Affidavit (as per attached format)- from Newly appointed directors to be sworn before 1st class magistrate

Format:

1. Application Letter to RoC for Appointment of director from Back-End.

Date

To

The Registrar of Companies

Kolkata, West Bengal

Subject:- Application for appointment of Directors from Back-end.

Respected Sir,

We are writing to request you to kindly insert the below mentioned directors from back-end as authorized signatory, as they have been appointed  in the EGM held on XX.XX.20XX but for the same we are not able to file DIR- 12.

The Directors for which the DIR 12 is attached:-

XXXXX – DIN XXXXXXX

We request you to kindly look into this matter as soon as possible and insert the above Directors as signatory from back-end.

Thanking You,

Yours Faithfully,

Authorized Signatory

****

2. Notice for AGM / Extra-ordinary general Meeting

Notice is hereby given that the Twenty-Eighth Annual/Extra-Ordinary General Meeting of the members of ________ Limited will be held on Thursday, XX day of XXX, 20XX at the registered office of the Company at XXXXXX at XX:XX A.M. to transact the following business:

1. To receive, consider and adopt: (Not in case of EOGM)

The audited financials statements of the company for the financial year ended 31^st March 20XX, and the reports of the Board of Directors and the Auditors thereon.

2. To consider and thought fit to pass with or without modification the following resolutions to appoint following additional directors as Directors, whose name is to be inserted from the back end as authorized signatory by respected Registrar of Companies:

“RESOLVED THAT pursuant to the provisions of section 152 and other applicable provisions, if any, of Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), consent of the company be and hereby accorded for appointment Mr. ________ (DIN: _______) as a Director of the Company with effect from _______.”

Place Kolkata

By Order of the Board

Date: XXXX

XXXXXXXXXXXX Limited

XXXX XXXXX

Company Secretary

M No. XXXXX 

NOTES: A member is entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead him or herself and such proxy need not be a member of the company. a proxy in order to be effective must be deposited at the registered office of the company in not less than 48 hours before commencement of the meeting.+

3. Extracts of Resolution passed at AGM/EOGM

Resolution Passed at the AGM/EOGM CERTIFIED TO BE TRUE COPY OF EXTRACT OF THE RESOLUTION PASSED AT THE ANNUAL GENERAL MEETING/EOGM OF THE SHAREHOLDERS OF ______________ Ltd (“THE COMPANY”) HELD AT ITS REGISTERED OFFICE AT ______________________ON ______, THE DATE AT XX:XX A.M.        

Appointment of Director – It is proposed to a add directors on the Board of the directors of the company by regularizing the current additional directors as a Director of the company, the names as an authorized signatories is to be inserted from back-end by respected Registrar of companies. The members discussed the same and passed the resolution unanimously:

“RESOLVED THAT pursuant to the provisions of section 152 and other applicable provisions, if any, of Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), consent of the company be and hereby accorded for appointment Mr. __________(DIN: XXXXXX) as a Director of the Company with effect from _______.”

“RESOLVED FURTHER THAT Mr. ________, Company Secretary be and is hereby authorized to file necessary return/sign and submit papers with the Registrar of Companies, West Bengal to give effect to the said resolution.”

For __________ Limited

Mr.__________

Chairman

4. Certified Copy Shareholders’ Attendance Sheet:-

 The following shareholders has attend the AGM conducted on XX December, XX At XX:XX A.M

1. Mr______________:               _______________________

2. Mr______________:                                    _______________________

3. Mr______________:                _______________________

4. Mr______________:                _______________________

5. Mr______________:                _______________________

(Shareholders numbers are company specific) 

For _____________ Ltd

 Mr.________

Company Secretary

5. Professional Certificate

TO WHOM IT MAY CONCERN

This is to certify that I have examined the Register of Members, Minutes Books of Board Meeting and General Meeting and other statutory registers of the company viz. M/S _______________ (CIN __________________), having registered office situated at ________________, _________, India and according to the information and explanation given to us, we hereby certify the following:

List of Shareholders of the company as on Annual General Meeting of the shareholders dated XX/XX/20XX is as follows:

SR No.	Shareholder’s Name	No. Of shares Held	Amount Per Share	Total Amount	Percentage
1
2
3
4
5
6
7
	Total				100.00%

• All the old directors Mr. _________(Din:_______) and _________(DIN:________) of the company has been disqualified from the directorship under section 164(2) of the companies Act, 2013.
• The Company has convened its Annual General Meeting on XX/XX/20XX for which proper notice was given to all the shareholders.
• The Company has held its Annual General Meeting on XX/XX/20XX in which Ms. _______(DIN: _______), have been appointed as directors of the company by the members, with requisite unanimously. The Shareholders who attended the AGM has signed the attendance sheet.
• The documents and other information submitted before the registrar of companies, Kolkata towards induction of Ms.________(DIN: _________), as director of company from back end are true and correct to the best information and explanation given to me by the shareholders and the directors of the aforesaid company.
• That all the compliances of the provisions of the companies act 2013 and rules framed thereunder have been complied by the company as applicable date in respect of the back end insertion of directors.
• That the information as given above are true to the best of our knowledge and belief.

For and on Behalf of: 

Chartered Accountants/Company Secretary/Cost Accountant

Date-

Place

UDIN-

7. Letter Of Appointment to newly elected Directors from the shareholders

Date

To

Mr. __________

Address

Mr._______ ,

We are pleased to confirm that the shareholders of the Company has appointed you as a Director on the Board of Directors of the Company to hold office under section 152 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013.

1. The board’s role is to effectively represent, and promote the interests of shareholders with a view to adding long-term value to the Company’s shares. Having regard to its role, the board directs, and supervises the management of the business and affairs of the Company including, in particulars:

• establishing policies for strengthening the performance of the Company including ensuring that management is proactively seeking to build the business through innovation, initiative, technology, new products and the development of its business capital;
• ensuring that the Company’s goals are clearly established, and that strategies are in place for achieving them;
• deciding on whatever steps are necessary to protect the Company’s financial position and the ability to meet its debts and other obligations when they fall due, and ensuring that such steps are taken;
• ensuring that the Company’s financial statements are true and fair and otherwise confirm with law;
• ensuring that the Company adheres to high standards of ethics and corporate behavior; and
• ensuring that the Company has appropriate risk management/regulatory compliance policies in place.

2. All directors are expected to take decisions objectively in the interests of the Company. The board as a whole is collectively responsible for the success of the Company.

3. You should be present in the board meetings, in case of absence prior leave of absence is required from your end.

4. It is accepted and acknowledged that you may have business interests other than those of the Company. You will disclose your concern or interest u/s 184 in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, by giving a notice in writing in Form MBP-1. The interests register is tabled at each directors’ meeting. Please ensure that the Company is kept informed of any changes to your interests so that the interests register can be maintained up to date.

5. All information acquired during your appointment is confidential to the Company and should not be disclosed either during your appointment or following termination (by whatever means) to third parties except as permitted by law.

We look forward to your association with us.

Thanking You,

For M/S__________Limited

Authorised Signatory

10. Affidavit Format 

AFFIDAVIT

I Shri. _________ aged about_ years, Son of____  , residing at ____________________ do solemnly affirm and state as under:

1. That Shri ___________ (DIN: XXXXXX) and Shri __________(DIN: XXXXXXX) have been disqualified from the directorship under section 164(2)(a) of the companies Act, 2013 and at present no more qualified director of the company viz. __________ Limited (CIN:____________) exists to file statutory returns/documents with the Registrar of Companies.

2. That the disqualified directors, viz. Shri ________ (DIN:________) and Shri _________ (DIN: XXXXXXX) have not obtained any order (interim or otherwise) from any Court/Tribunal against such disqualification.

3. That I, Shri. _________ (DIN:XXXXX) , having registered office address at _________, vide resolution passed by shareholders of the company in Annual General Meeting dated XX.XX.20XX as per provisions of Companies Act 2013, duly enclosed along with attendance sheet.

4. I do hereby undertake that there is no dispute or case pending before any Court/Tribunal/Forum/Authority concerning management or control of the company.

5. That i shall bound to file eform DIR-12 in MCA portal along with requisite fees and additional fees as applicable, after insertion of name of Shri. _______(DIN:XXXXXX) , as a director of the aforesaid company from backend of the MCA Portal by the ROC,

6. That Shri _________ have been authorized by the shareholders of the company vide AGM resolution dated XX.XX.20XX to apply, sign submit, requisite documents, forms, applications, appear for and to represent the company before the Registrar of Companies, (State name) for adding the name of ________(DIN:______), as a signatory of the company for filling of documents with ROC,WB.

7. That the disqualified directors, viz. Shri _________(DIN: ______) and Shri ___________ (DIN: _________) do not have any objection for induction of name of ______(DIN:______), as a signatory of the company through back end process of the MCA portal.

8. I solemnly state and undertake that the contents of this affidavit are true to the best of our knowledge and belief and if any, false statement herein, i may be attracted on the provisions of Section 447/448 of the companies Act, 2013.

Deponent

(_________)

Deponent

(__________)

Place:

Date:

Disclaimer: This Article is Just for knowledge sharing purpose, this can’t be taken as a legal evidence for any purpose.