Introduction
The Companies Act, 2013, mandates the filing of eForm DIR-12 for particulars of directors and key managerial personnel (KMP) of a company with the Registrar of Companies (ROC) within 30 days of their appointment, resignation, or any change in their designations. However, there is a lack of clarity regarding the requirement of filing DIR-12 for the reappointment of directors.
Applicability of DIR-12 for Reappointment
The eForm DIR-12 does not specifically provide for the reappointment of directors on the expiry of their respective tenure as specified under the Act. This includes whole-time directors (WTD), Managing Directors (MD), and directors liable to be retired by rotation and reappointed in the same Annual General Meeting (AGM).
The instruction kit for DIR-12 also states that the form is intended for filing particulars of directors and KMP upon their appointment, resignation, or change in designation. It does not explicitly mention reappointment as a separate event requiring DIR-12 filing.
Practical Considerations for
In practice, companies may still file DIR-12 for the reappointment of directors on the same designation. However, this can lead to duplicate entries for the director in the MCA master data. If the director is reappointed to a different role resulting in a change in designation, DIR-12 must be filed for the new designation.
Forms Required for Reappointment
For the reappointment of MD, the company must file MGT-14 under Section 117 for the resolution passed in the Board meeting and General Meeting. Additionally, MR-1 (Return of Appointment of Key Managerial Personnel) must be filed within 60 days of the appointment, except for private companies as per the notification dated 5th June, 2015.
For the reappointment of WTD and Manager, MR-1 must be filed within 60 days from the date of their appointment, except for private companies as per the notification dated 5th June, 2015. MGT-14 is also required for the appointment of these directors.
Conclusion
The filing of DIR-12 for the reappointment of directors is not explicitly mandated under the Companies Act, 2013. However, companies may choose to file DIR-12 for reappointment to maintain a consistent record of directorial changes. For reappointment to a different designation, DIR-12 must be filed for the new designation. The reappointment of MD, WTD, and Manager requires the filing of additional forms, namely MGT-14 and MR-1.
Stakeholders can verify the reappointment of directors by inspecting the eForm MGT-14 and MR-1. The director master data will also reflect the original date of appointment and the date of appointment at the current designation, making it easy to identify reappointments.
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