Process of appointment of Director from back office

Introduction-

As per Companies Act 2013, Sec 2(34) director means a director appointed to the board of company. Thus he is a person appointed to perform the duties and function of the company in accordance with the provisions of Companies Act 2013.

As per companies act there is a limit to minimum number of directors which needs to be compulsorily present on the board for the proper functioning of the company. In their absence such power to appoint them shall vest in the hands of promoter or in his absence in the hands of CG who shall make a request letter to ROC for insertion of at least 1 director through backend in the absence of any director present on the board.

However as per sec 167(3) of Companies Act 2013 provides that where all the directors of the company vacates their offices pursuant to any disqualifications mentioned in sub section (1) the promoter or in his absence 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.

 Situation under which a director can be appointed from backend-

• In case all the directors vacates their office pursuant to any disqualifications.
• In case of death of a director unless there is any other procedure already prescribed under a law.

Documents required for appointment of director from back office –

Following documents and information are required for the same for appointment of director from back office–

1. DIN No. of new Directors
2. Shareholding Proof (Copy of share Certificate)
3. Register of Member
4. PAN Copy of New Directors
5. Identity Proof of New Directors (In case the person has Indian nationality PAN Card Details, and if the person has foreign nationality copy of passport details)
6. Address Proof of New Directors (Voter ID, Passport, Driving License etc.)
7. Digital Signature of New Directors
8. E-mail ID and Contact No. of New Directors.

Procedure for appointment of director through Back Office-

1. A request letter duly signed by the promoter or shareholders of the company to the ROC for inserting one director through the backend of MCA portal.
2. Appointment of new director under sec 167 (3) of the companies act 2013 by the promoter or shareholders. Physical E-form DIR-12 for the appointment of new director to be signed manually and the required fees through a miscellaneous challan should be paid along with following documents attached to it-

• DIR-2 Consent Letter of Director.
• Address Proof (Voter ID, Passport , Driving License etc.)and ID Proof (In case the person has Indian nationality PAN Card Details, and if the person has foreign nationality copy of passport details) of appointee Director.
• MBP-1 Notice of interest by the Director
• Print out of DIN status of the New Director
• DIR-8 (Disqualification of Director)
• Resolution passed by BOD of a company.

Note– In case the director is a new director he is required to file form DIR-3 to CG for allotment of DIN. The procedure to obtain DIN-

1. Hold Board Meeting
2. Pass BR
3. Download form DIR-3 from the portal, fill the particulars and attach the following documents along with form DIR-3

• Photograph
• Identity proof (Self attested and signed and sealed by existing director)
• Address proof (Self attested and signed and sealed by existing director)
• BR considering the candidature and authorisation of the board for proposal of the name of a person for application for allotment of DIN.
• Allotment cum authorisation letter for appointment as a director along with application of DIN.

Form DIR-3 shall be signed and submitted by the applicant in digital form using his digital signature certificate and shall be verified digitally by a CS of the company in full time employment or by MD, Director, CFO or CEO of the company in which he is willing to be appointed.

3. A certificate from professionals that he/she has verified the register of members and other related and relevant records and has drawn a conclusion that the applicant/s is/are the majority shareholders.
4. Copy of resolution passed for appointment of new director along with the copy of notice and explanatory statement as per Section 102 of Companies Act 2013
5. Where new director is already a director, attach print out of the names and CIN of the company.
6. 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.

Note- The above mentioned documents should 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 no DVDS Or CDs will be accepted.

After filing the required documents to concerned ROC, he shall forward the application to the concerned Regional Director for inserting the name of one director on the portal.

Conclusion

Thus it can be concluded that at the time when all the directors vacate their office in pursuance of any disqualification there is a provision to appoint required no. of directors either through promoters or through CG by following the due process in this regard. This Article is based on the relevant provisions and information as existing at the time of the preparation of this article. I assume no responsibility in case of any loss or liability incurred because of it. It is only a knowledge sharing initiative.