Backend Updation of DIN by ROC

Backend Updation of DIN by RoC in case all the existing director of the company are Disqualified U/S 164 (2)(A) of Companies Act 2013.

The MCA has issued a way for the companies in which all the existing directors of the Company are disqualified i.e. by way of BACKEND UPDATION OF DIN BY ROC.

The MCA has issued a clarification that if all the existing directors of the company got disqualified and office of directors became vacant, in such case:

1. The Power of the company came in the hands of Shareholders/promoters of the company.
2. The Shareholders/promoters of the company can call for EGM and appoint some new person as director of the company to fill the casual vacancy in the company.

 Q. What is Backend Updation of DIN by ROC?

Ans: As the DIN & DSC of all the existing directors have been blocked, the Form for appointment of New Director cannot be filed on MCA Portal. The Backend Updation means, the DIN of the New appointee director shall be updated by MCA after physically submission of supporting documents by the company.

 Q. What is the procedure for Backend Updation of DIN by ROC?

Ans: The Procedure for appointment of new director by backend updation will be as follows:

1. The shareholders/promoters of the Company shall choose a person to be appointed as new director of the company.
2. Apply for DSC & DIN of the Person.
3. Call a Extra Ordinary General meeting and pass a resolution for such appointment of the person.
4. Take the consent of appointee director to become director of the company.
5. Preparation and signing of some documents by existing shareholders & New appointee director & pay the Fees on MCA.
6. Submission of all the documents to the Registrar.
7. After 15-20 days the Din of the new Director will be updated on MCA.
8. The Company can appoint another 2^nd director on MCA by using DIN & DSC of New appointee director updated by MCA.
9. The Company can file All the documents with MCA by using DSC & DIN of new Directors.

Q. List of Complete Documents required to be submitted with ROC for Backend Updation?

Ans: Following Documents are required to be submitted to the Registrar.

• Request Letter Signed by the promoters/shareholders explaining the facts for insertion of at least one director through backend
• Id & address Proof of Appointee director.
• Notice of interest by the director in form MBP-1
• Intimation of director for non disqualification in form DIR-8.
• Consent letter of the Appointee director in DIR-2
• Notice, Explanatory statement of calling EGM for such appointments.
• Copy of Shareholders Resolution & Minutes for such appointment.
• Consent of shareholders for Holding EGM on Shorter Notice.
• Proof of Dispatch of Notice allongwith the name of the promoter/shareholder allongwith shareholding.
• Attendance sheet of the Extra ordinary general meeting.
• Appointment Letter of new director u/s 167 (3) by promoters/Shareholders.
• Physical E-form DIR-12 manually signed.
• List of Shareholders allongwith Shareholding as on date.
• Proof of Shareholding of shareholders/promoters. Like Share certificate, register of members etc.
• Proof of Payment of Fees for such appointment (paid through misc Challans under individual category)

Hope this is article will help you or your clients and clarified the conceptual and procedural Part.

DISCLAIMER: The entire contents have been developed on the basis of relevant information and are purely the views of the authors. Though the authors have made utmost efforts to provide authentic information however, the authors expressly disclaim all or any liability to any person who has read this document, or otherwise, in respect of anything, and of consequences of anything done, or omitted to be done by any such person in reliance upon the contents of this document. Reader should seek appropriate counsel for their own situation. I shall not be held liable for any of the consequences directly or indirectly.

Any other suggestions /opinions are welcomed.

Regards

CS Megha Sharan (Company Secretary in Practice)

Author: Ezzus India