PROCEDURE FOR INSERTION OF NEW DIRECTOR’S NAME

PROCEDURE FOR INSERTION OF 
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