Appointing a new Director if Directors are Disqualified

appointing-a-new-director

Ministry of Corporate Affairs (MCA) has recently disqualified around 3.09 Lakh directors and their respective Director Identification Number (DIN) will be disabled for a period of 5 years.

With respect to the step taken by MCA, there is no clarification on disqualification of Directors under Section 164 and disability of DIN. But an active company i.e. a company not struck off by Registrar of Companies (ROC) can appoint new Director on their Board from the Back end.

In the following article, we will guide you through the process of appointing a new director.

There are companies who completed their filing on time and therefore not depreciated by MCA. These companies are facing concern as there is the absence of director to head and are unable to file any documents with ROC.

For time being, MCA has provided instantaneous solutions of Back-end (or of-line) filing of Forms along with relevant documents.

In order to delegate a director, the company needs 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 at least one Director through back end of the MCA portal.

Following documents are to be attached along with the request letter:

  • Appointment of the new Directors under section 167(3) of the Companies Act, 2013 by the Promoters/Shareholders.
  • NOC from all disqualified directors from the company for appointment of new Director/s
  • 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 is as per section 164(2) Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014.
  • 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.,
  • 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.

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

Note – Please note that the above article is for education purpose only. This is based on our interpretation of laws which may differ person to person. Readers are expected to verify the facts and laws.

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