PROCEDURE FOR INSERTION OF
NEW DIRECTOR’S NAME
NEW DIRECTOR’S NAME
1. Appointment of the new Directors under
section 167(3) of the Companies Act, 2013 by the Promoters/Shareholders along
with following documents:
Ø DIR
- 2 Consent letter of Director.
Ø Address
and ID Proof of appointee Director.
Ø Affidavit
from Appointee Director duly notarized declaring that he is not disqualified
and have given consent to become Director.
Ø MBP-1
Notice of interest by the Director.
Ø DIR-8
limitation of Director are as per section 164(2) Rule 4 of Companies
(Appointment and Qualification of Directors) Rules, 2014.
2. Proof of shareholding of the
Promoters/shareholders (who appoints the new director) like share certificates
or register of members along with certification by professional with membership
number etc., along with copy of last available Annual Return and Balance Sheet.
3. 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 preferably in pen drive. You can also submit in DVD or CD.
Note: This circular applicable only for active Companies where all
Directors are disqualified under section 164(2)(a) of the Companies Act, 2013.
AFFIDAVIT CUM NO
OBJECTION CERTIFICATE
I, Sri. ………………., Son/ Daughter/ Wife of Shri
...................., aged …. years, by religion Hindu, residing at: ……………….…,
City :………., State : ………….. do hereby solemnly affirm and state as follows:
1. That, I have been disqualified by
Registrar of Companies having its notification, dated ..........
2. That, I have no objection, if the
Company appoint anybody, who is being qualified as per Companies Act, 2013, as
director pursuant to Section 152 of the Companies Act 2013.
Deponent(s) :
Signature: ………………………….
Name: ………………………….
Address: ………………………….
VERIFICATION
I/We solemnly verify that facts stated above are
true to the best of my knowledge and belief and that nothing material has been
concealed by me/us.
Deponent(s)
:
Signature: …………………
Name: ……………………
Address: ……………………
APPLICATION TO ROC
To,
Registrar of Companies,
………………..
Sub: Constitution of
Board by promoters by using power under section 167(3),
for Calling of Extra
ordinary general meeting
Dear Sir,
With due respect, that this letter is written to you
in connection with the Constitution of new Board for ……………… Private limited
pursuant to the provision of Section 167(3) and Rule 17 of [Companies
(Management and administration) Rules 2014] and other applicable provision, if
any.
Considering the fact that, as on date board is not
having any member due to recent notification as issued by ministry for
disqualification of directors, however, the existing two directors have vacated
the office of directors under section 164 (2) (a) of Act of 2013 therefore, it
is indeed requirement for appointment of Mr., ……… and Mr., …………. being
promoters of the company, and requisitioned for Extra Ordinary General Meeting
and appointed two new directors (who is not disqualified) to run the Company in
accordance with provision of Companies Act, 2013 and accordingly file
intimation with MCA, for exercising power by Registrar of Companies or
authorities as may be prescribed, under section 167(3) of Companies Act, 2013.
Company is facing practical/technical problem in
respect of uploading the required form on the MCA portal due to
disqualification of directors, and as of now, we cannot upload Form due to
disqualification of all directors in Company and yes, Form can be submitted
only with the digital signature of existing Director, while there is no
director on the company board. So we are unable to appoint new directors.
By Considering above facts and problems faced by
Company, it is kindly request to the ROC to use your authority as envisaged
under section 167(3) of the Companies Act, 2013 and kindly appoint our two new directors
as approved by promoters of the Company, by instructing your backhand team.
Thanking
you
For
………………. Ltd.
….................. …………………
(Promoter) (Promoter)
Date:
Place:
REQUEST LETTER FOR CALLING EGM
From:
…………………..
Promoters
………………… Limited
……………………………………..
To,
The Board of Directors,
…………… Limited
Sub:
Requisition for calling an Extraordinary General Meeting
Dear Sir,
We, the under signed member of the
Company holding 50% of the paid up share capital issued by the Company as set
out in the Schedule hereto requires you in terms of section 167(3) of the
Companies Act, 2013 and any other applicable provision if any, the Company
require to convene an Extra Ordinary General Meeting of the members of the
Company, to transact the following businesses by Ordinary Resolution:
(1) Appointment of directors under
section 152 read with section 167(3) of the Companies Act.
(2) Vacation of Board by Mr. ………………. and
Mr. ………………. on ………… 2017 u/s 164(2) (a) of Companies Act, 2013 and hence the
company, as on date, is not having any member on Board of Directors and
requistionist being promoters of company as defined under section 2(69) of Act
of 2013 are entitled to appoint directors on board under section 167(3) of Act
of 2013 and by exercising such power have appointed directors.
Kindly
Arrange the same as earliest.
Thanking you,
Yours Sincerely
………………………
(Promoter)
Date
: …………..
Place : …………
NOTICE FOR EGM
____________________ LIMITED
CIN Number :
________________________________________
Address : _______, City : _______,
Pin Code :_______, State: ________
=========================================================================
NOTICE
IS HEREBY GIVEN BY REQUISTIONIST THAT THE EXTRA ORDINARY GENERAL MEETING OF THE
COMPANY WILL BE HELD ON THE ........................................ AT THE
REGISTERED OFFICE OF THE COMPANY AT 11:00 A.M.
=========================================================================
TO TRANSACT THE FOLLOWING BUSINESS AS.
SPECIAL BUSINESS
ITEM NO:1
CONFIRMATION OF DIRECTORS APPOINTED UNDER SECTION 167(3) OF
THE ACT
The Requistionist, Mr. ………………… and Mr. ………………………., holding
50% of the paid capital of the Company informed about Vacation of Board by Mr.
…………………… and Mr. ……………………… on ……………………. u/s 164 (2) (a) of Companies Act, 2013
and hence the company, as on date, is not having any member on Board of
Directors and being promoters of company as defined under section 2(69) of Act
of 2013 are entitled to appoint new directors on board under section 167(3) of
Companies Act, 2013 and by exercising such power have appointed directors Mr. …………………,
(DIN: ……………….) and Mr. ………………., (DIN:………………….).
The Company is now required to have this appointment approved
by the Members of the Company.
RESOLUTION FOR APPOINTMENT OF NEW DIRECTORS ON BOARD
RESOLVED THAT, pursuant to the provisions Section 152, read with
Section 167(3) and other applicable provisions (including any modification or
re-enactment thereof), if any, of the Companies Act, 2013, Mr. ……………….,
having its DIN: ………………., be and are hereby appointed as a Director on the
Board of Directors of the Company.
RESOLVED THAT, pursuant to the provisions Section 152, read with
Section 167(3) and other applicable provisions (including any modification or
re-enactment thereof), if any, of the Companies Act, 2013, Mr. ……………….,
having its DIN: ………………. be and are hereby appointed as a Director on the Board
of Directors of the Company.
RESOLVED
FURTHER THAT, any of the directors appointed be and is hereby
authorised to do all such acts, deeds and things as may be deemed expedient and
necessary to give effect to this resolution.”
For..............................................
LIMITED,
…………………….. ………………………..
(Requistionist) (Requistionist)
Place:
Date:
EXTRACT OF RESOLUTION FOR
APPOINTMENT OF NEW DIRECTORS ON BOARD
____________________ LIMITED
CIN Number :
________________________________________
Address : _______, City : _______,
Pin Code :_______, State: ________
=========================================================================
CERTIFIED TO BE TRUE COPY OF THE RESOLUTION
PASSED IN THE EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF ……………………………….
PRIVATE LIMITED HELD AT REGD OFFICE OF THE COMPANY AT ………………………………. ON
……………………2017 AT 11:00 A.M
========================================================================
RESOLVED THAT, pursuant to the provisions Section 152, read with
Section 167(3) and other applicable provisions (including any modification or
re-enactment thereof), if any, of the Companies Act, 2013, Mr. ……………….,
having its DIN: ………………., be and are hereby appointed as a Director on the
Board of Directors of the Company.
RESOLVED THAT, pursuant to the provisions Section 152, read with
Section 167(3) and other applicable provisions (including any modification or
re-enactment thereof), if any, of the Companies Act, 2013, Mr. ……………….,
having its DIN: ………………. be and are hereby appointed as a Director on the Board
of Directors of the Company.
RESOLVED
FURTHER THAT, any of the directors appointed be and is hereby
authorised to do all such acts, deeds and things as may be deemed expedient and
necessary to give effect to this resolution.
For..............................................
LIMITED,
…………………….. ………………………..
(Requistionist) (Requistionist)
Place
: …..
Date : …..
FORM DIR – 2
CONSENT TO ACT AS A DIRECTOR OF A COMPANY
[Pursuant
to section 152(5) and rule 8 of Companies (Appointment and Qualification of
Directors) Rules, 2014]
To
--------------------(Name
of the company)
--------------------
(Address of the company)
SUBJECT: CONSENT TO ACT AS A DIRECTOR
I ………………………, hereby give my consent to
act as director of ………. (name of the company), pursuant to sub-section (5) of
section 152 of the Companies Act, 2013 and certify that I am not disqualified
to become a director under the Companies Act, 2013.
Provide
below Details of each Director :
Sr. No.
|
Details Required
|
Particulars
|
1
|
Director
Identification Number (DIN)
|
|
2
|
Name (in full)
|
|
3
|
Father’s Name (in full)
|
|
4
|
Address
|
|
5
|
Contact Number
|
|
6
|
E-mail id
|
|
7
|
Income-tax PAN (If Available)
|
|
8
|
Aadhar Number (If Available)
|
|
8
|
Occupation
|
|
9
|
Date of birth
|
|
10
|
Nationality
|
|
11
|
No.
of companies in which I am already a Director and out of such companies the
names of the companies in which I am a Managing Director, Chief Executive
Officer, Whole time Director, Secretary, Chief Financial Officer, Manager.
|
|
12
|
Particulars
of membership No. and Certificate of practice no. if the applicant is a
member of any professional Institute.
Note
: Specifically State Nil if not Membership of Certificate of Practice Number.
|
NIL
|
DECLARATION
I declare that, I have not been
convicted of any offence in connection with the promotion, formation or
management of any company or LLP and have not been found guilty of any fraud or
misfeasance or of any breach of duty to any company under this Act or any
previous company law in the last five years. I further declare that if
appointed my total Directorship in all the companies shall not exceed the
prescribed number of companies in which a person can be appointed as a
Director. I also declared that, I am not disqualified as director as per recent
notification from MCA.
Signature:…………………….
Designation:………………….
FORM MBP – 1
NOTICE OF INTEREST BY DIRECTOR
[Pursuant to section
184 (1) and rule 9(1)]
To
The
Board of Directors
……………….
Limited
Dear
Sir(s),
I,
...................., son/daughter/spouse of ……………., resident of …………., being a
director in the company hereby give notice of my interest or concern in the
following company or companies, bodies corporate, firms or other association of
individuals: -
I.
Sr. No.
|
Names of the Companies
/bodies corporate/ firms/
association of individuals
|
Nature of interest or
concern / Change in
interest or concern
|
Shareholding*
(Exceeding
0.10% of the
paid-up share
capital).
|
Date on which
interest or concern
arose / changed
|
Directorships
PUBLIC
COMPANIES
|
||||
1.
|
||||
2.
|
||||
PRIVATE
COMPANIES
|
||||
1.
|
||||
2.
|
||||
FOREIGN
COMPANIES
|
||||
1.
|
||||
2.
|
||||
TRUSTS
& NON-TRADING ORGANISATIONS
|
||||
1.
|
||||
2.
|
||||
Partnership
Firms in which I am a Partner and Association of individuals in which I am a
member
|
||||
1.
|
||||
Attached herewith is a list of my relatives, (If Applicable).
Signature: .......................
MD/Director/Secretary
DIN Number :
________
Place : …..
Date : …..
*Holding 2% or
more of paid up capital
Note : List of the names of companies where the new director is
already director attached.
FORM 'DIR-8
INTIMATION
BY DIRECTOR
[Pursuant to Section
164(2) and rule 14(1) of Companies
(Appointment and
Qualification of Directors) Rules, 2014]
Registration
No. of :- ………………
Nominal
Capital Rs. :- ………………
Paid-up
Capital Rs. :- ………………
Name
of Company :- ………………
Address
(Reg. Office) :- ………………
To,
The
Board of Directors
Of
_________________________(Name of Proposed Company)
I
__________________(Name of Proposed Director) son/daughter
of _____________________, resident of __________________(Address with
Pin code) director /managing director/manager in the company hereby give
notice that I am/was a director in the following companies during the
last 3 years:-
Sr. No
|
Name of the Company
|
Date of Appointment
|
Date of cessation
|
1.
|
|||
2.
|
I
further confirm that I have not incurred disqualifications under section 164(2)
of the Companies Act, 2013 in the above company(s) in the previous financial
year, and that I, at present stand free from any disqualification from being a
director.
OR
I
further confirm that I have incurred disqualifications under section 164(2) of
the Companies Act, 2013 in the following company(s) in the previous financial
year, and that I, at present stand disqualified from being a director.
Sr. No
|
Name of the Company
|
Date of Appointment
|
Date of cessation
|
1.
|
|||
2.
|
Dated
this ___ day of __________
(______________________)
Signature
Note : DIN status of the new directors attached.
Thanks & Regards,
CS Meetesh Shiroya
