Procedure for adding new director name from ROC back end in MCA database where all directors become disqualified u/s 164(2)(a) of the Companies Act, 2013 for non filing financial statements for three consecutive financial years.
The action of MCA in mass disqualifying lakhs of directors of companies who have not filed financial statements for three consecutive years created a situation where all directors stood vacated from their office. The MCA taking cognizance of this problem had issued an internal circular dated 6th October, 2017 clarifying that the promoters of such companies may appoint new directors u/s 167(3). It also clarified that the Registrar of Companies (RoCs) already have a facility to add signatory details from the back end with the approval of Regional Director(RD)>
Now the MCA has prescribed procedure for adding/inserting the name of a new director in MCA database from back end where all the existing directors stand vacated due to disqualification under section 164(2)(a) r/w 167(1) of the Companies Act, 2013.
The Procedure prescribed is as under:
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES,
HYDERABAD FOR ANDHRA PRADESH AND TELANGANA
2nd FLOOR, CORPORATE BHAVAN, GSI POST. NEAR INDU ARANYA,
THATTE ANNARAM, HYDERABAD, TELANGANA-500068
Procedure for insertion of New Director Name from back end as per internal circular dated: 06/10/2017 of MCA
Request letter signed by the Promoters/shareholders of the company explaining the facts and requesting for insertion of at least one director through back end of the MCA portal with the following attachments.
1. Appointment of the new directors under section 167(3) of the companies Act, 2013 by the promoters/shareholders.
2. Physical F-Form DIR-12 manually signed for appointment of new Director along with requisite fees and additional fees as applicable paid through a miscellaneous challan (Under Individual category) along with following documents.
a. DIR-2 Consent letter of Director
b. Address and ID Proof of appointee Director
c. MBP-1 Notice of interest by the Directors
d. DIR-8 Intimation of director arc per Section 164(2) Rule 4 of Companies (Appointment and Qualification of Directors) Rules 2014.
3. 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.,
4. Copy of the resolution for appointment of the new directors along with copy of notice and explanatory statement.
5. Along with Hard Copies — submit all the documents in soft copy preferably in Pen Drive
Note: This circular applicable only for active companies where all directors are disqualified Under Section 164(2)(a).
REGISTRAR OF COMPANIES,
FOR ANDHRA PRADESH AND TELANGANA
The said MCA internal circular dated 06/10/2017 is as under:
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