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The MCA vide its Notification dtd. 20th January, 2023, has notified Companies (Appointment and Qualifications of Directors) (Amendment) Rules, 2023 to amend the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The amended provisions shall come into force w.e.f. 23rd January, 2023.

Sr. No. Amendment Effect/ Comments
1 Insertion: Rule 14(1) after the words “disqualification under”, the words, brackets and figure “sub-section (1) or” shall be inserted.

 

Till now, the directors were required to inform the concerned companies about their disqualification under section 164(2) only. However, after this amendment, a declaration regarding disqualification under section 164(1) shall also be required in form DIR-8.
2 Insertion: Rule 14 (1A) after sub-rule (1), following shall be inserted, namely:

(1A) Whenever a company receives the information in Form DIR-8, company shall, within thirty days of such receipt, file Form DIR-9 with the Registrar.

Until now, form DIR-9 was used only when a company failed to file the financial statements or annual returns, or failed to repay any deposit, interest, dividend, or failed to redeem its debentures, as specified in section 164(2). However, after this amendment, the Companies are required to file this form whenever form DIR-8 is received regarding disqualification of director under section 164(1) also.
3 Insertion: Rule 14(5) after the words, letters and figure “Form DIR-10”, the words “and filed before the Regional Director.” shall be inserted. Any application for removal of disqualification of directors shall be made in Form DIR-10 and filed before the Regional Director.
4 Accordingly, forms DIR-3, DIR-3C, DIR-5, DIR-6, DIR-8, DIR-9, DIR-10, DIR-11 and DIR-12 are also amended.

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FULL TEXT OF THE NOTIFICATION IS AS FOLLOWS:-

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION

New Delhi, the 20th January, 2023

G S R (E).—In exercise of the powers conferred under second proviso to sub-section(1), sub-section (4), clause (f) of sub-section (6) of section 149, sub-sections (3) and (4) of section 150, section 151, sub-section (5) of section 152, section 153, section 154, section 157, section 160, sub-section(1) of section 168 and section 170 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Appointment and Qualification of Directors) Rules, 2014, namely: –

1. Short title and commencement.- (1) These rules may be called the Companies (Appointment and Qualification of Directors) (Amendment) Rules, 2023.

(2) They shall come into force with effect from the 23rd day of January, 2023.

2. In the Companies (Appointment and Qualification of Directors) Rules, 2014,-

(a) in rule 14, –

(i) in sub-rule (1) after the words “disqualification under”, the words, brackets and figure “sub-section (1) or” shall be inserted;

(ii) after sub-rule (1), following shall be inserted, namely:-

“(1A) Whenever a company receives the information in Form DIR-8, company shall, within thirty days of such receipt, file Form DIR-9 with the Registrar.”

(iii) in sub-rule (5), after the words, letters and figure “Form DIR-10”, the words “and filed before the Regional Director.” shall be inserted;

(b) in Annexure, – for Forms DIR-3, DIR-3C, DIR-5, DIR-6, DIR-8, DIR-9, DIR-10, DIR-11 and DIR-12 the following Forms shall be substituted, namely:-

Form No. DIR-3

Application for allotment of Director Identification Number before appointment in an existing company or LLP

(Pursuant to section 153 of The Companies Act, 2013 & Rule 9(1) of The Companies (Appointment and Qualification of Directors) Rules, 2014 & Rule 10 of Limited Liability Partnership Rules, 2009]

Form No. DIR-3C

Intimate information of directors, managing director, manager and secretary by an Indian company

(Pursuant to section 157 of The Companies Act, 2013 & Rule 10A(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014)

Form No. DIR-5

Application for surrender of Director Identification Number

[Pursuant to section 153 of the Companies Act, 2013 and rule 11 of the Companies (Appointment and Qualification of Directors) Rules, 2014]

Form No. DIR-6

Intimation of change in particulars of Director/ Designated partner to be given to the Central Government

[Pursuant to rule 12(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014]

Form DIR – 8

Intimation by Director

(Pursuant to Section 164(1) or 164(2) and rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014]

Form No. DIR-9

Report by the company to Registrar for disqualification of Directors

(Pursuant to section 164 read with rule 14(2 of the Companies (Appointment and Qualification of Directors) Rules, 2014)

Form No. DIR-10

Application for removal of Disqualification of Directors

[Pursuant to section 164 read with rule 14(5) of the Companies (Appointment and Qualification of Directors) Rules, 2014]

Form No. DIR-11

Notice of resignation of a director to the Registrar [Pursuant to proviso to section 168 (1) of The Companies Act, 2013 and rule 16 of The Companies (Appointment and Qualification of Directors) Rules, 2014]

Form No. DIR-12

Particulars of appointment of directors and the key managerial personnel and the changes among them [Pursuant to sections 7(1) (c), 168 & 170 (2) of The Companies Act, 2013 and rule 17 of the Companies (Incorporation) Rules 2014 and 8, 15 & 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014]

[F. No. 8/4/2018-CL-I- Part(1)]

(MANOJ PANDEY)
Joint Secretary to the Government of India

Note: The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i) vide notification number G.S.R. 259(E), dated the 31st March, 2014 and was last amended, vide notification number G.S.R. 662 (E), dated the 29th August, 2022.

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Disclaimer: The author is based in Jabalpur and is a Practicing Company Secretary dealing in Corporate, Legal & Taxation services. The information contained in this write up, as provided by the author, is to provide a general guidance to the intended user. The information should not be used as a substitute for specific consultations. Author recommends that professional advice is sought before taking any action on specific issues.

The author can also be reached at cstanveersaluja@gmail.com.

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