How to appoint new director when all the other directors are disqualified?

Van Dhan Scheme launched by PM MODI JI
April 27, 2018
Delhi HC allowed to petitioner for filing documents under CODS 2018 till May 15, 2018
May 2, 2018

Hello Readers,

Trust all of you doing good in your life; Today I would like to share important information and the process for addition of names of the newly appointed directors in the MCA database in the companies where all the Directors stand vacated due to disqualification under section 164(2) (a) r/w 167(1) of the Companies Act, 2013. The competent approval authority has prescribed the following requirements which are to be submitted to the office of Registrar of Companies as stated in the list:-

  1. The company should submit the covering letter specifying the case of the company clearly about the facts of the case proposing the name of the one Director to be updated through the backend and also specifying the fact about non-applicability of CODS scheme.
  1. Copy of the notice issued to call the general meeting by the promoters.
  1. Proof of dispatch of notice along with the names of the promoters/shareholders and their shareholding with the copies of share certificates.
  1. Attendance sheet of the said EGM for the appointment of new directors.
  1. Consent of Directors being appointed through DIR-2, intimation in respect of disqualification through DIR-8 and interest in other entities in MBP-1, identity proofs of the new Director being appointed.
  1. Minutes of the said meeting.
  2. Certificate from an auditor that new Directors being appointed are having valid DINs and are not disqualified due to any provision under Companies Act and are qualified to act as Directors under Companies Act.
  3. Affidavits from all the disqualified directors citing the name of the Company due to which they were disqualified. Image result for Appointment of New Director
  4. Affidavits from new Directors being appointed affirming that the name/s of the Companies/LLP in which they are Directors and that they are not disqualified to act as Directors.
  5. It should be ensured that the company has appointed minimum 2 Directors in case of private limited and 3 Directors in case of public limited as per the requirements of the Companies Act, 2013 and is requesting for addition for one Director through the backend.

Also, your kind attention is invited towards that if directors are disqualified ab-initio u/s 164 of the Act for non-filing of documents for more than three years. If so, such applications shall be rejected after the conclusion of CODS-2018, as CODS provides for relief in such cases.

Also, send the soft copies of the application of size less than 5 MB through e-mail at roc.delhi@mca.gov.in (At concern ROC email address) (i.e. Complete in all respect as per the above-stated requirements). It is to inform that applications will be dealt on FIFO basis only.

Thanks & Regards

Sukhwinder Singh | Practicing CS | +91-9999939069

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