How to appoint a new director when all directors are disqualified?

To appoint a Director, the Company will need to submit, a request letter under Section 167(3) of the Companies Act, 2013 signed by Shareholder/s of the Company explaining the facts that all the Directors of the Company are disqualified and requesting for insertion of atleast one 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 from the company for appointment of new Director/s
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 DIR – 2

• Consent letter of New Director.
• Address and ID Proof of New Director.
• MBP-1 Notice of interest by the Director.
• DIR-8 limitation of Director are as per section 164(2) Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014.
• DIN status of the New Director – Print out 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 certify 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.

Note: In new process, Affidavit from Appointee Director is not required anymore. However, in case if same is already availed by the Company, it is advisable to submit it with the above mentioned documents.

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

Note:

1) This circular applicable only for active Companies where all Directors are disqualified under section 164(2)(a) of the Companies Act, 2013.

2) Since its offline process, few documents and process might vary from ROC to ROC.    

Author:-

CS Aniket Sharma

Team urbanCFO