Today we will discuss the requirement of filing the DIR-12 for the reappointment of directors and the forms required to be filed for the reappointment of the Managing Directors, Whole-time Director and manager as per the Companies Act, 2013. We all are well versed with the applicability of the DIR-12 under the Companies Act, 2013. The compliance required through the filing of eForm is required to be filed under sections 168 and 170 of the Companies Act, 2013 and will be discussed in the details in the later part of this article. The provisions has been mentioned as follows:
(1) A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company: Provided that a director shall also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in such manner as may be prescribed.
(2) The resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later:
Provided that the director who has resigned shall be liable even after his resignation for the offenses which occurred during his tenure.
Rule 15: The Company shall within thirty days from the date of receipt of notice of resignation from a director, intimate the Registrar in Form DIR-12 and post the information on its website, if any.
(2) A return containing such particulars and documents as may be prescribed, of the directors and the key managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be, and within thirty days of any change taking place.
Rule 18: A return containing the particulars of the appointment of director or key managerial personnel and changes therein, shall be filed with the Registrar in Form DIR-12 along with such fee as may be provided in the Companies (Registration Offices and Fees) Rules, 2014 within thirty days of such appointment or change, as the case may be.
Also, as per the instruction Kit, the purpose of the form has been mentioned as follows:
Every company, whether new or existing, is required to file an eForm DIR-12 for particulars of its directors and key managerial personnel of the company with the Registrar, within 30 days from the date of appointment/ resignation and of any change taking place in their designations.
The eForm does not provide for the reappointment of the directors on the expiry of their respective tenure as specified under the Act such as whole-time directors, Managing Directors or directors liable to be retired by rotation and reappointed in the same Annual General meeting.
Further, the eForm has provided the options (reasons of cessation) in case of cessation for the retirement and not reappointment, for taking effect of the cessation due to the dissent of the members to reappointment of the director. However, the same has not been specified under the category of appointment and the DIR-12 shall not be required to be filed for the purpose of reappointment.
Also, in case of the reappointment of the Managing director, the company is required to file MGT-14 under section 117 for the resolution passed in the Board meeting and General meeting. The company is also required to file the MR-1 (Return of appointment of key managerial personnel) within 60 days from the appointment except in the case of the private company as per the notification dated 5th June, 2015. Also, there will be no exemptions for the private companies u/s 117 as the resolution is required to be filed under 117(2)(c) and not under section 117(2)(g) of the Companies Act, 2013.
In the case of a Whole-time director and manager appointment, the company is required to file the MR-1 within 60 days from the date of their appointment except in the case of the private company as per the notification dated 5th June, 2015. The company will be required to file the MGT-14 for the appointment of the directors.
In the practical scenarios, if the company still wants to file the DIR-12 on the portal considering the reappointment on the same designation, without filing for the cessation the name will be shown two times on the MCA master data for the director. However, if the director is appointed to a different role resulting change in their designation the company shall file the DIR-12 for the same on the portal of MCA with ROC within 30 days.
Many of the professionals will encounter the updation of the tenure into the records of the Roc and reflect the same to the public. The stakeholders can do so by carrying out the inspection and getting the said eForm MGT-14 for the reappointment of the Directors along with MR-1 (Return of appointment of key managerial personnel). In the director master data, it is specifically mentioned about the original date of appointment and date of appointment at the current designation, based on which we can easily interpret the appointment of such director at that designation and inspect the document for non-compliance after the payment of nominal fees.