29 Feb Steps Involved in the Appointment of Directors from the Back Office
In accordance with the Companies Act of 2013, a director, as defined in Section 2(34), refers to an individual appointed to the board of a company. Their role entails executing the company’s duties and functions within the framework outlined by the Act.
The Companies Act stipulates a minimum number of directors required to be present on the board for the effective operation of the company. In instances where these directors are absent, the authority to appoint new directors rests with the promoter, or in their absence, with the Central Government. They must submit a request letter to the Registrar of Companies (ROC) to insert at least one director through backend processes, ensuring continuity in governance even in the absence of incumbent directors.
However, Section 167(3) of the Companies Act 2013 provides for a scenario where all directors vacate their offices due to disqualifications. In such cases, the responsibility falls on the promoter or the Central Government to appoint the necessary directors. They must submit a request letter to the ROC, and the appointed directors will hold office until successors are appointed through a general meeting of the company.
Conditions under which a director can be appointed from the back office include:
- Vacancy due to disqualifications affecting all directors.
- Death of a director, unless alternative procedures are prescribed by law.
Documents Required for Appointment of Directors from the Back Office:
- Director Identification Number (DIN) of new Directors
- Proof of Shareholding (Copy of share Certificate)
- Register of Members
- PAN Copy of New Directors
- Identity Proof and Address Proof of New Directors
- Digital Signatures of New Directors
- Contact Information of New Directors
Procedure for Appointment of Directors through Back Office:
- Submission of a signed request letter by the promoter or shareholders to the ROC.
- Appointment of new directors under Section 167(3) of the Companies Act 2013.
- Submission of physical E-form DIR-12 along with required documents and fees.
- Filing of form DIR-3 to the Central Government for DIN allotment if the director is new.
The process for obtaining DIN involves:
- Holding a Board Meeting and passing a Board Resolution.
- Downloading form DIR-3 from the portal, filling particulars, and attaching required documents.
- Signing and submitting form DIR-3 digitally by the applicant, verified by a Company Secretary (CS) or authorized personnel.
Conclusion:
In conclusion, the provision for appointing directors through promoters or the Central Government ensures continuity in governance during periods of directorial vacancy. This article provides insights based on existing provisions and information available at the time of writing, serving as a knowledge-sharing initiative with no assumed liability for any consequences arising from its application.
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