Parag Kukreja

Parag Kukreja

e-Form DIR-12 is required to be filed for Appointment/Resignation or in case of Change in Designation of Directors of the Company  by the Company pursuant to Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules , Rule 8, 15 & 18 of Companies (Appointment and Qualification of Directors) Rules, 2014

Whereas e-Form DIR-11 is required to be filled for giving notice of resignation of director to the registrar by the Director itself pursuant to  Section 168 (1) of the Companies Act, 2013 and Rule 16 of Companies (Appointment and Qualification of Directors) Rules, 2014.

e-Form DIR-12:

1) Where any Director has been appointed by the Company or has resigned from the company or there has been change in designation of Director, then e-Form DIR-12 containing Such Particulars and documents as may be prescribed in the form shall be filed with registrar within 30 Days from the Date of Appointment/Resignation or the date of such change taking place.

2) This Form has three aspects:

a. Appointment

b. Resignation

c. Change in Designation

3) A Single e-Form DIR-12 can be submitted for Appointment of a new Director and Resignation of Existing Director or the change in Designation of Existing Director only if the form is submitted within 30 days from the Date of Appointment as well as date of resignation or the date of change taking place.

4) However for Filing Details relating to appointment and cessation relating to the same person, separate e-form shall be required to be filed.

5) It is mandatory to fill the fields marked in * and other fields not mandatory shall also be filed up for the good sake.

6) If the No. of Directors for which the form is being filed is more than 15, then an addendum e-Form DIR-12 shall be required to be e-filed.

7) There are some following aspects relating to appointment of Director:

a. The Director being appointed should not be associated with more than 20 companies as a Director and in case of public company, the appointment of Director shall not be allowed if he is already a director in more than 10 public Companies.

b. Every person who has been appointed to hold the office of a director shall on or before the appointment furnish to the company consent in writing to act as such in Form No. DIR-2:

c. Interest in other entities is required to be mentioned in case of appointment i.e. All the Details like no. of entities in which Director to be appointed has interest in other entity and the percentage of shareholding and amount of Shareholding and the nature of interest shall be mentioned along with CIN No. of the Company in which Director to be appointed has some interest. Only Details of One entity can be entered in the form, However if Interest is in more than one entity, A Separate sheet shall be attached along with formshowing Interest.

8) Following Scanned Documents are mandatoryand shall be attached along with form:

a. In Case of Appointment:

i. Letter of appointment is to be attached in case of an appointment of a Director / Manager / Company Secretary / CEO / CFO.

ii. Declaration of the appointee director, managing director, in Form No. DIR-2 to be attached in case of appointment of a Director / Manager / Company Secretary / CEO / CFO.

iii. Interest in other entities of director is to be attached in case number of entities entered is more than one.

iv. Declaration by first director in Form INC-9 is to attach in case of a new company

b. In case of Resignation:

i. Notice of resignation is to be attached in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.

ii. Evidence of cessation is to be attached in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.

c. Any other information can be provided as an optional attachment(s).

e-Form DIR-11:

1) Where a director resigns from his office, he shall within a period of thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with reasons for the resignation in Form DIR-11along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

2) The Reasons should be clearly mentioned in the form for the resignation by the Director.

3) The form shall be digitally signed by the director itself who has resigned from the office.

4) The resignation shall take place from the date on which notice of Resignation is received by the Company or any other Date specified by the Director in the notice whichever is later.

5) The Effective Date of resignation {Field 4(B)} shall be the date as entered by the Company in e-Form DIR-12 for cessation of the Director.

6) Following Scanned Documents are mandatory and shall be attached along with form:

a. Notice of Resignation filed with the Company

b. Proof of Dispatch

c. Acknowledgement received from Company If any (Mandatory only if yes selected at serial no.6 in the form )

Form DIR-2(Declaration to be mandatory attached in e-Form DIR-12 in case of Appointment):

Form DIR­2

[Pursuant to Section 152(5) and rule 8 of Companies (Appointment and Qualification of Director) Rules, 2014]

To,

Company Name

Address Line 1

Address Line 2

City, State Pin Code

Subject: Consent to act as a Director

I, (Mr. /Ms. Director Name) hereby give my consent to act as Director of (Company Name), pursuant to sub­section (5) of section 152 of the Companies Act, 2013 and certify that I am not disqualified to become a Director under the Companies Act, 2013.

Sl. No Particulars Details
1. Director Identification Number (DIN)
2. Full Name
3. Father’s Name
4. Address
5. Email
6. Mobile Number
7. Income Tax PAN
8. Occupation
9. Date of Birth
10. Nationality
11. No. of companies in which I am a Managing Director, Chief Executive Officer, Whole Time Director, Secretary, Chief Financial Officer, Manager. (Name of Company),

(Designation)

12. Particulars of membership No. and Certificate of practice No. if the applicant is a member of Any professional Institute. Specifically state NIL if none. NIL

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28 Comments

  1. Chirag says:

    Dear Ritika,

    If no form DIR-12 is filed then you can’t be considered as Company secretary of the company,However you have been appointed as ‘Compliance officer ‘ ,If such govt. Company is listed one, then say to BOD to mandatorily file DIR-12 ,if Not, then as per general understanding, You have been appointed as Officer in compliance department ( Whether exist or not) ,As a compliance officer your duty shall be limited to see Adherence of sector specific laws only.

  2. Ritika Banerjee says:

    Dear Sir/Mam,
    I have an urgent query. i had been appointed as “Compliance Officer” in a government company last week. The problem is I am a CS having membership number(received 2 months back), but i this company as per the GM , I don’t have the authority to hold BM nor AGM. Also they are saying they will not file DIR-12 for appointment of CS(me). Like is this proper? will ROC put any penalty on me for it?? Is it compulsory for me to file DIR-12 for my appointment? also my salary has been outsourced by this govt co. My doubt was would I be liable for any penalty ????

  3. Kishan baldha says:

    Sub : Query relating to DIR-3 filed by mistake to incorporate a new company where all the proposed directors are not directors in any other company
    Respected Sir/Mam,

    To incorporate a new company and to add a director I have to fill a form called-SPICE.But by unintentional mistake I have filed form-DIR 3.Also all the directors are not associated with any company till now. But in form DIR-3 I have written Corporate identification number (CIN) of BRISTAL LIFE SCIENCE PVT LTD.(CIN-U74999GJ2017PTC096737) under clause Corporate identification number (CIN) of company/ LLPIN of the LLP with which the authorized signatory is associated and in which the applicant is proposed to be a director/designated partner in form DIR-3.But in reality they are not associated with aforesaid company as a director and in any other manner.

    So I have a query that whether I have to surrender these directors DIN in form DIR-5 and then after whether I have to take a new DIN by filing a new form called SPICE.

    Please do the needful and oblige.Should you require any other information I may kindly be informed.

    Thanking You.

    Thanks & Regards,
    Kishan Patel

  4. abhay choudhary says:

    Sir,
    One of our directors resigned almost a year ago . He have filed DIR-11 but the company have not filed DIR-12.

  5. Sanjay Sharma says:

    I was the director of a company from 2016
    to june 2017,according to a wrong activity of company i resigned from comany in 2017 and
    Not file the DIR 11 compny has already file DIR 12
    I need to get 50 lakhs from company.
    It is mandatory to file DIR 11 if yes then how much will be the penalty

  6. Shivangi says:

    Sir,
    One of our directors resigned almost a year ago . He have filed DIR-11 but the company have not filed DIR-12. I want to know that while filing DIR-12 now can we keep the date of Board resolution of current date or should we keep it of 30 days within from the date of his resignation.

  7. Dhiraj Bothra says:

    Is it required to file DIR 12 for a newly incorporated company?

    If I am trying to file, I am getting the error that “Person is already appointed in the company under the same designation”

  8. THIRUMALAI says:

    Sir, One of the Director has accepted to resign has he is unable to be active
    on medical treatment and do not have Digital
    key to file DIR 11.
    What is to be done
    Please advise

  9. VK Sharma says:

    If a director not filed Dir 11 with in 30 days of the resignation, but he filed Dir 11 after 2 years , in between he sign documents on behalf of company what will date of resignation

  10. VIJAYAN G says:

    a private limited company with no activity for over one year wants to close down before 31st Aug 2018. is it essential to file KYC before that for the directors?
    reply by any respected member will be highly appreciated.

  11. Pravin Zagade says:

    Sir, we are 4 directors and we 3 wants to remove 1 director forcefully ( without knowing him) what will be the process for that.

  12. Subhankar Kaloita says:

    Dear Sir,
    While I Am filling the LLP form I found a notification that “WHETHER RESIDENT OF INDIA NOT PRE-FILLED. PLEASE UPDATE THE RECORD W.R.T. THE DPIN THROUGH FORM DIN4 FIRST THEN FILE LLP FORM”. What is the way to solve this issue.

  13. O.P. Maheshwari says:

    One DIR 12 can be filed for appointment of new director as well as ceasession of existing director by death along with copy of death certificate as DIR 11 cannot be filed by the dead director within 30 days of happening.

  14. Rashmi says:

    Can I file DIR-12 for appointment of a new director and death of existing director having different dates of resolution in one single form?

  15. Jaldeep Vaja says:

    Hi, one query is there in my mind that as it is responsibility of the resigned director to file DIR-11 what are the consequences if he fails to file the form?

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