MCA Restricts Public Access to DIR-12, But Director Disclosure Obligation Continues

Form DIR-12 is No Longer a Public Document on MCA — Then Whose Purpose Does the Director’s Interest Disclosure Serve?

Summary: The note examines the withdrawal of Form DIR-12 and its attachments from MCA’s “View Public Documents” facility while preserving the underlying filing and disclosure obligations under the Companies Act, 2013. It explains the appointment-stage framework for first directors and subsequent appointments, the continuing disclosure obligation under Section 184 and the company’s Section 189 register, and the statutory inspection and certified-copy framework under Section 399. It treats the VPD restriction as an administrative/operational access change rather than a statutory amendment and discusses the role of the Digital Personal Data Protection Act, 2023 as policy backdrop, distinguishing Section 44(3), stated to be in force from 13 November 2025, from Chapter II provisions stated to remain un-commenced until 13 May 2027. The note also considers the continuing text of Section 8(2) of the RTI Act and the judicial background concerning personal information, including Central Public Information Officer, Supreme Court of India v. Subhash Chandra Agarwal and Girish Ramchandra Deshpande v. Central Information Commissioner and Others. It concludes that the disclosure obligation remains intact, while public access through VPD has been curtailed, with practical consequences for due diligence, certified-copy requests, internal registers and regulatory or investigative access.

Short Answer

The disclosure of a director’s interest in other entities under Form DIR-12 was never, in substance, a public-facing declaration — it has always been primarily a regulatory and corporate-governance tool. It exists so that the Registrar can map inter-connected directorships and shareholdings, so that the company’s own Board and statutory auditors can test compliance with Sections 184, 185, 186 and 188 of the Companies Act, 2013, and so that investigating and tax authorities can trace group structuring where required. Its withdrawal from MCA’s View Public Documents facility narrows casual public access; it does not touch the filing obligation, the company’s internal record (the Section 189 register), or access through the statutory certified-copy route, litigation, or regulatory investigation. Only one limb of the DPDPA, 2023 is actually in force on this point today — Section 44(3), which narrowed the personal-information exemption under the RTI Act, has applied since 13 November 2025 — while the Act’s general provisions (including the carve-out for disclosures already mandated by another law) remain un-commenced. On a plain reading of the provisions currently in force, the DPDPA does not itself compel MCA to withhold a document that the Companies Act separately requires to be open to inspection; MCA’s practice is better read as an administrative choice made in step with that policy direction, not as a change the DPDPA’s operative text has yet mandated.

Applicable Legal Provisions

• Section 7(1)(c), Companies Act, 2013 — requires particulars of first directors, along with their interest in other firms or bodies corporate, to be filed at incorporation.
• Rule 17, Companies (Incorporation) Rules, 2014 — applies specifically to first directors named in the articles at incorporation; requires their interest in other firms/bodies corporate, along with consent to act, to be filed in Form DIR-12.
• Section 152(4) and 152(5), Companies Act, 2013 — for every subsequent appointment (not just first directors), requires the proposed director to furnish his DIN and a non-disqualification declaration, and bars him from acting until his written consent (Form DIR-2) is filed with the Registrar.
• Section 168 and Section 169, Companies Act, 2013 — resignation and removal of a director respectively, both of which trigger a DIR-12 filing.
• Section 170(2), Companies Act, 2013 — the statutory basis for filing the return of appointment/cessation of directors and KMP with the Registrar (i.e., DIR-12 itself).
• Rule 8, Rule 15 and Rule 18, Companies (Appointment and Qualification of Directors) Rules, 2014 — consent to act as director (Form DIR-2) for appointments generally, notice of resignation, and the particulars/attachments required with DIR-12.
• Section 184(1) and 184(2), Companies Act, 2013 — a director’s continuing obligation to disclose his concern or interest in any company, body corporate, firm or association of individuals (Form MBP-1), and the bar on an interested director participating or voting on a related contract.
• Section 189, Companies Act, 2013 — the register of contracts/arrangements in which directors are interested (Form MBP-4), required to be kept at the registered office and open to member inspection under Section 189(4).
• Section 399, Companies Act, 2013 — the statutory right of any person to inspect, and obtain certified copies of, documents filed with the Registrar on payment of the prescribed fee, subject to the Act, the rules made under it, and any notification issued in that behalf — the underlying basis of the “View Public Documents” facility.
• Section 2(t) and Section 3(c)(ii), Digital Personal Data Protection Act, 2023 — definition of “personal data,” and the carve-out for data whose disclosure is already required by law; part of Chapter II, and not yet in force (see Legal Position §3 below).
• Section 44(3), Digital Personal Data Protection Act, 2023 — in force from 13 November 2025; substitutes Section 8(1)(j) of the Right to Information Act, 2005.
• Section 8(1)(j) and Section 8(2), Right to Information Act, 2005 — the former, as substituted, governs whether “personal information” held by a public authority (which would include the Registrar of Companies) can be sought under the RTI Act; the latter is the Act’s general public-interest override, applicable notwithstanding any Section 8(1) exemption, and was not itself touched by the 2023 amendment.

Relevant Extracts

Rule 17, Companies (Incorporation) Rules, 2014 (simplified): the particulars of each first director, “and his interest in other firms or bodies corporate along with his consent to act as director,” shall be filed in Form DIR-12.

Section 399(1), Companies Act, 2013 (simplified): any person may, on payment of the prescribed fee, inspect any document kept by the Registrar, or require a certified copy of any such document, subject to the Act and any notification issued in that behalf.

Section 8(1)(j), RTI Act, 2005, as substituted (simplified): information which relates to personal information is exempt from disclosure under the RTI Act — the qualification that earlier sat within clause (j) itself, permitting disclosure where a larger public interest justified it, has been removed from that clause.

Section 8(2), RTI Act, 2005 (simplified, unamended): notwithstanding the Official Secrets Act, 1923, or any of the Section 8(1) exemptions, a public authority may still allow access to information if the public interest in disclosure outweighs the harm to the protected interest.

Legal Position

1. The disclosure obligation itself is untouched

Nothing in the Companies Act, 2013, the rules made under it, or the DPDPA has diluted the requirement that a director disclose his interest in other entities — including shareholding — at the time of appointment, on an ongoing basis at the first Board meeting he attends in a financial year and whenever his interest changes (Section 184(1)/Form MBP-1), and for the company to maintain a running register of such interests (Section 189/Form MBP-4). The appointment-stage disclosure chain itself runs through two distinct sources depending on whether the appointee is a first director or a subsequent one, which is worth keeping separate rather than treating Rule 17 as the source for every appointment:

A company or a certifying professional that treats the MCA portal’s restricted public visibility as a reason to be less rigorous about capturing or filing this information at any of these stages would be reading the position backwards.

2. What has actually changed This matters because it means Section 44(3)'s narrowingis access, not obligation

The change is confined to the MCA V3 portal’s “View Public Documents” service. DIR-12, and its attachments, are now excluded from that search — whereas most other e-forms filed with the Registrar remain visible. This is an administrative/operational restriction applied by MCA to a form containing director-specific personal details (DIN, PAN-linked particulars, residential address on certain attachments, and interest/shareholding in other entities), not a statutory amendment. No notification amending Section 399 or the Companies (Registration Offices and Fees) Rules, 2014 to formally reclassify DIR-12 as a restricted document has been traced in the course of preparing this note; the practice appears to rest on an internal MCA classification, and practitioners report inconsistent responses from different Registrar offices when the certified-copy route is pursued instead of VPD. This inconsistency itself is worth flagging — it means the position should be verified with the jurisdictional ROC before advising a client on a specific access route.

3. Where the DPDPA actually fits in — and a commencement point worth flagging

The DPDPA is best read as the policy backdrop to this tightening, not as its direct legal trigger — and getting this right requires separating what is actually in force today from what is not. The DPDPA was notified in a staggered manner by a Central Government notification dated 13 November 2025. Section 44(3), which substitutes Section 8(1)(j) of the RTI Act, is one of the provisions brought into force with effect from that date, along with the Act’s definitional and administrative provisions. Chapter II of the Act — Sections 3 to 17, which contains the general obligations of a data fiduciary and, in Section 3(c)(ii), the carve-out for data whose disclosure is already required by another law — has not yet commenced; it is presently notified to come into force eighteen months from that date, i.e. on 13 May 2027.

This matters because it means Section 44(3)’s narrowing of the RTI exemption is real and operative today — it stands as a permanent amendment to the RTI Act, independent of whether the rest of the DPDPA has commenced — but the specific carve-out in Section 3(c)(ii), which would otherwise be the cleanest textual basis for saying “DPDPA does not touch Section 399 of the Companies Act,” is not yet part of operative law. Until Section 3 commences, that conclusion has to rest on the ordinary principle that a later general statute does not impliedly repeal a specific, express right conferred by an earlier statute unless the later statute says so or the two are genuinely irreconcilable — and nothing in the DPDPA’s currently operative text purports to touch Section 399. Once Chapter II does commence in May 2027, Section 3(c)(ii) would reinforce this reading rather than change it; the point is that this cannot presently be cited as if it were already settled, operative law, which is a qualification worth building into any submission relying on this argument before that date.

A second nuance concerns the RTI Act itself. Section 44(3) rewrote clause (j) of Section 8(1), but it left Section 8(2) — the RTI Act’s general public-interest override, applicable notwithstanding any Section 8(1) exemption — completely untouched. On a strict textual reading, a PIO could still invoke Section 8(2) to permit disclosure of personal information falling within the new Section 8(1)(j) if satisfied that the public interest in disclosure outweighs the harm. Whether Section 8(2) will actually be read this way in practice, given that clause (j) no longer carries its own public-interest qualifier and Parliament’s evident intent was to tighten rather than preserve disclosure, is an open and contested question — constitutional challenges to Section 44(3) are currently pending, and commentary on the point is divided. The safer working assumption for client advice is that personal information covered by DIR-12 is very difficult, though not axiomatically impossible, to obtain through the RTI route today.

4. For whose benefit does the disclosure now operate

With casual public browsing curtailed, the practical beneficiaries of the DIR-12 interest disclosure narrow to three groups:

• The Registrar/MCA itself — the data continues to feed MCA21’s internal linkages across DIN, PAN and CIN, which supports disqualification checks under Section 164, detection of common-directorship patterns, and referrals for investigation.
• The company’s own governance chain — the Board (to apply the Section 184(2) voting restriction on an interested director), the company secretary (to maintain the Section 189 register), and the statutory auditor (to test related-party transaction disclosures under Section 188 and the applicable accounting standard).
• Law-enforcement and tax authorities — the Income-tax Department, GST authorities, SFIO and ED draw on inter-connected directorship and shareholding data, through their own data-sharing arrangements with MCA, in investigating related-party diversion, layering and shell-company structures.

5. Who retains access, and through which channel

• The Registrar of Companies and MCA — unrestricted internal access, regardless of the VPD setting.
• The company’s own members/shareholders — not through DIR-12 itself, but through the separate registers the company is bound to maintain and keep open for inspection at its registered office under Sections 170(1)(b) and 189(4).
• A court, tribunal, or investigating agency — through a specific order or statutory power, independent of the VPD facility.
• Any person, in principle, through the Section 399 certified-copy route — subject, on current ground-level reports, to inconsistent handling by different ROC offices, some of which have declined the request outright and directed the applicant to obtain a court order.
• A member of the public via the RTI Act — substantially narrowed following the Section 44(3) amendment to Section 8(1)(j); Section 8(2)’s general public-interest override remains textually available but its application to personal information post-amendment is unsettled and should not be assumed.

Case Laws / Judicial View

No ruling directly addresses MCA’s withdrawal of DIR-12 from View Public Documents — that is an administrative practice, not something that has reached a court on this specific point. What does exist, and is worth knowing as background, is the judicial approach the legislature has now displaced for personal information generally.

• Girish Ramchandra Deshpande v. Central Information Commissioner and Others, (2013) 1 SCC 212 — the Supreme Court held that service records, asset and liability details, and similar particulars of a public servant qualify as “personal information” under the pre-amendment Section 8(1)(j), and declined disclosure where the applicant could not show a larger public interest. This case supplied the working definition of “personal information” that PIOs and information commissions applied for over a decade.
• Central Public Information Officer, Supreme Court of India v. Subhash Chandra Agarwal, (2019) 16 SCC 1 — a five-judge bench applied a proportionality test to balance privacy against public interest, and directed disclosure of judges’ asset declarations on the facts, while making clear that the outcome would turn on a case-by-case weighing rather than a blanket rule either way.

Section 44(3) of the DPDPA replaces this case-by-case balancing, at least on the face of the amended clause (j), with a categorical exemption for personal information — subject to the open question, noted above, of whether Section 8(2)’s general override survives as a residual balancing route. Practitioners relying on the pre-2023 case law to argue for disclosure of a director’s personal particulars should treat that line of authority as significantly weakened for RTI purposes going forward, without treating it as entirely dead until the pending constitutional challenges to Section 44(3) are resolved.

Practical Interpretation

• Continue to capture and file the “Interest in Other Entities” attachment to DIR-12 with full accuracy, including shareholding percentage and amount, exactly as Rule 17 and Rule 8 require — the restriction on public viewing is not a relaxation of the filing standard, and a certifying professional remains responsible for the correctness and completeness of the attachment, as disciplinary findings on incomplete DIR-2/DIR-12 disclosures illustrate.
• Do not rely on an MCA VPD search as a due-diligence substitute for a director’s interest disclosure. For lender due diligence, KYC, or incoming-investor checks, obtain the declaration directly from the director/company (MBP-1, or a specific written confirmation), since the public database can no longer be assumed to surface it.
• Where a client genuinely needs a certified copy of a filed DIR-12 (for litigation, a regulatory filing, or a specific commercial need), apply through the Section 399 certified-copy route and be prepared for the possibility of push-back from the ROC office — escalate through a formal application rather than assuming VPD unavailability is the final word.
• Keep the company’s own Section 189 register current and readily producible — it remains the primary internal record a member can lawfully inspect, and the one a statutory auditor will call for while testing related-party transaction disclosures.
• Where non-disclosure or an inaccurate disclosure under Section 184 is identified, the consequential penal exposure under Section 184(4) and the general penalty provisions continues to apply; the current quantum should be verified against the Act as amended by the decriminalisation changes rather than quoted from memory, since several penal provisions have been recalibrated in recent years.
• For listed entities, this discussion is independent of related-party transaction disclosure under SEBI (LODR) Regulations, 2015, Regulation 23 — that disclosure obligation runs on its own timeline and materiality thresholds and is not affected by DIR-12’s removal from View Public Documents.

Example

A private limited company appoints a new director who separately holds a 15% shareholding in another private company operating in the same line of trade. The appointing company duly files DIR-12, attaching the “Interest in Other Entities” particulars along with Form DIR-2. Six months later, a bank evaluating a working-capital facility to the company runs an MCA search expecting to see this attachment and finds nothing, since DIR-12 no longer appears on View Public Documents. The bank’s credit team, rather than treating the absence of the record as a clean bill, asks the company directly for a certified copy of the filing and a fresh declaration from the director — which is the correct response once the earlier default of “just check MCA” no longer holds.

Conclusion

The withdrawal of DIR-12 from MCA’s View Public Documents facility changes who can casually see a director’s interest and shareholding disclosure — it does not change why that disclosure exists or who is legally entitled to rely on it. The disclosure continues to serve the Registrar’s own regulatory oversight, the company’s internal governance and audit process, and, where relevant, investigating and tax authorities — audiences it was arguably always meant for, given that the company’s own Section 189 register, and not the MCA public search, has always been the primary inspection point for members. The DPDPA, 2023 is the clearest signal of the policy direction behind this shift, particularly through its already-operative narrowing of the RTI Act’s personal-information exemption under Section 44(3); but the provision that would most directly ground the claim that DPDPA leaves Section 399 untouched — Section 3(c)(ii) — is not yet in force, and will not be until 13 May 2027. Until then, that conclusion rests on ordinary principles of statutory interpretation rather than on DPDPA’s own text, and until MCA issues a clarifying notification on the underlying VPD practice, the safer working position is to treat the restriction as an evolving administrative practice — to be verified with the jurisdictional ROC on a case-by-case basis — rather than as a settled change in law.

FAQs

1. Does the removal of DIR-12 from View Public Documents reduce a director’s disclosure obligation?

Ans: No. The obligation to disclose interest in other entities at appointment (DIR-12) and on an ongoing basis (Section 184(1)/MBP-1) is unchanged; only the ease of public viewing has been curtailed.

2. Can a shareholder of the company still see this information?

Ans: Yes, but through the company’s own Section 189 register kept at the registered office, not through an MCA search of DIR-12.

3. Can a member of the public obtain DIR-12 through an RTI application?

Ans: In practical terms, this route is now significantly narrower, since Section 44(3) of the DPDPA — in force since 13 November 2025 — removed the public-interest qualifier that earlier sat within Section 8(1)(j) of the RTI Act. Section 8(2)’s general public-interest override technically remains on the statute book and untouched, so the position is not an absolute bar in every case, but relying on it should not be the default assumption while the point remains contested.

4. Is there an MCA circular that formally states DPDPA compliance as the reason for this restriction?

Ans: None has been traced as on the date of this note. The restriction appears to be an internal MCA/ROC administrative practice on the V3 portal; professionals should treat the DPDPA as context for the policy direction rather than cite it as the operative legal basis in any submission, unless MCA issues a specific notification confirming this.

5. Is the DPDPA fully in force today?

Ans: No. Only specific provisions — including Section 44(3)’s RTI amendment — were brought into force from 13 November 2025. The Act’s core data-fiduciary obligations and exemptions in Sections 3 to 17 are presently scheduled to commence on 13 May 2027. Any submission that cites the Act’s general provisions as currently binding should first confirm this against the latest commencement notification, since further phased notifications remain possible.

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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at [email protected]).