MCA has recently issued Companies (Incorporation) Eighth Amendment Rules, 2019 on 16th October, 2019

As per Notification mentioned above there is amendment in Rule 25A i.e. Active Company Tagging Identities and Verification (ACTIVE).

As per notification in Rule 25A in sub rule (1) proviso IV for the point III following  shall be substitute:

Old Provisions: Proviso IV i.e. If a company fails to file ACTIVE form then such company can’t file the following form. Point III “DIR-12 (Changes in Director except cessation)

Latest Provisions: Company can’t file DIR-12 for (change in director except in following cases)

  • Cessation of Any Director or
  • appointment of directors in such company where the total number of directors are less than the minimum number provided in clause (a) of sub-‘ section (1) of section 149 on account of disqualification of all or any of the director under section 164.
  • Appointment of any director in such company where DINs of all or any it’s director(s) have been deactivated.
  • Appointment of director(s) for implementation of the order passed by the Court or Tribunal or Appellate Tribunal under the provisions of this Act or under the Insolvency and Bankruptcy Code, 2016).”

FAQ’s

If Company fails to file Active Form and status is inactive.

 (this is the base condition for all the below mentioned questions)

Q.1 Whether DIR-12 can be file for cessation of Director?

Ans: Yes even status of Company is inactive. Company is allowed to file DIR-12 for cessation of Director.

Q.2 Due to any reason all the directors are disqualified u/s 164. Whether Company can get appointment of one director from backend.

Ans: Yes as per latest amendment, even if all the directors are disqualified and status of company is inactive. ROC can appoint one director from backend.

Q.3 In question No.2. Whether DIR-12 can be file for appointment of Second Director?

Ans: Yes, once one directors appointed by ROC from backend. DIR-12 can be file for appointment of another director even status of company is inactive.

Q.4 Where DIN of all or any of the directors are deactivated, whether DIR-12 can be file by Company for appointment of new Director.

Ans: Yes as per latest amendment, even DIN of all or any of Directors are deactivated still Company can file DIR-12 with Roc for appointment of new Director.

Q.5 Due to any reason any directors are disqualified u/s 164 and minimum no. of directors reduces below minimum limit. Whether Company can file DIR-12 for appointment of new Director.

Ans: Yes as per latest amendment, Company can file e-form DIR-12 for appointment of new director in above condition even status of Company is inactive.

(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).

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