Director is a person, appointed by members of the company, for carrying out operations in the company. Directors are those individuals who are held responsible for all the actions taken by company.
The Companies Act has information about the removal or appointment of director, DIR 12. In case of any non-compliance, Penal provisions of Companies Act, 2013 (“The Act”) now levy penalty on officers in default also alongwith defaulting company. Certain penal provisions even specifies punishment of imprisonment for officers in default alongwith monetary penalty.
e-Form DIR-12 is filed with RoC to notify him about the particulars related to Change/Resignation/appointment of director or directors and Key Managerial Personnel.
1. Cases where company is required to file DIR-12
1.1 Appointment of Director at the time of incorporation (Section 7 of the act read with Rule 17)
As per Section 7(1)(c) of the act, at the time of incorporation of a company, it is mandatory to file a declaration from each persons named as first director in the articles that:
- he is not convicted of any offence in connection with the promotion, formation or management of any company,
- he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years and
- All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief.
Rule 17 of Companies (Incorporation) Rules, 2014 provides that particulars of each person mentioned in the articles as first director of the company, his interest in other company and his consent to act as director shall be filed in Form No DIR-12 with RoC.
1.2 Resignation by Director (Section 168 read with Rule 15)
Section 168 of the act contains provisions related to resignation of director from company. Section 168(1) provides that a director may resign from his office by giving a notice in writing to the company. Board shall take note of such notice on its receipt.
The Company shall intimate the RoC about such resignation of director within 30 days from date of receipt of notice in form DIR-12 and shall also publish the information about resignation on its website. (Section 168(1) of the Act read with Rule 15 of Companies (Appointment and Qualification of Directors) Rules,2014.)
Company shall also place the fact of such resignation in director’s report to be laid in the immediately following general meeting.
Read more about resignation of director
1.3 Change/Appointment of Director (Section 170 of the Act read with Rule 18)
Every company shall keep at its registered office a register of its directors and key managerial personnel containing particulars as may be prescribed such as details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company’s holding company or associate companies etc. (Section 170(1) of the act)
In case of appointment of director or key managerial personnel or any change therein, a company shall file with the RoC a return in form DIR-12 within 30 days of appointment/change to notify RoC about such change. (Rule 18 of Companies (Appointment and Qualification of Directors) Rules, 2014.)
2. Information to be furnished in form DIR-12
While filing DIR-12, company is required to furnish following information:
- Existing/New Company
- Corporation Identification Number (CIN)
- Name, Address, and Email ID of the company will auto-populate based on CIN
- The number of Managing directors for which form is being filed (Details of a maximum of 15 directors can be entered through one DIR-12. If the number of directors for which DIR-12 is to be filed is more than 15 then a separate form is required to file for remaining directors)
- Details of each director for which form is filed:
- Director’s Identification Number (“DIN”)
- Name, Father’s name, address, nationality, and Date of birth of director will auto-populate based on DIN
- Appointment/ Cessation/ Change in Designation
- Date of appointment/ change/ cessation
- Interest in other entities is required to be entered in case of appointment only
- A number of the manager(s), secretary(s), Chief financial Officer, or Chief Executive Officer for which the form is being filed. (Details of a maximum of 4 persons can be filed through one form. If form is required to be file for more than 4 persons then a separate form should be filed)
- Details of manager(s), secretary(s), Chief Financial Officer or Chief Executive Officer of the company
3. Documents required to be attached to DIR-12
Documents to be attached to DIR-12 depends on nature of activity for which DIR-12 is being filed, i.e., appointment/ resignation/ change
3.1 Documents to be attached in case of first director
- Declaration of first director
- Consent to act as director(DIR-2)
3.2 Documents to be attached in case of appointment of Director/ Manager/ Company Secretary/ CEO/ CFO
- Declaration of the appointee person (DIR-2)
- Interest in other entities
3.3 Documents to be attached in case of resignation/cessation
- Notice of resignation
- Evidence of cessation
4. Filing Fee for filing DIR-12
Fee for filing of DIR-12 is based on share capital of the company. Following is the fee structure based on nominal share capital:
|Nominal Share Capital||Fee Applicable|
|Less than 1,00,000||INR 200|
|1,00,000 to 4,99,999||INR 300|
|5,00,000 to 24,99,999||INR 400|
|25,00,000 to 99,99,999||INR 500|
|1,00,00,000 or more||INR 600|
* If company is not having any share capital then fee of INR 200 will be applicable.
5. Additional Fee applicable on delay filing of DIR-12
Additional fee to be levied on delay filing of DIR-12 shall be based on number of days delayed in following manner:
|Period of delay||Additional Fee|
|Up to 30 days||2 times of normal fees|
|More than 30 days and up to 60 days||4 times of normal fees|
|More than 60 days and up to 90 days||6 times of normal fees|
|More than 90 days and up to 180 days||10 times of normal fees|
|More than 180 days||12 times of normal fees|
In case of an IFSC company, the additional fee shall be applicable only after the expiry of 60 days of the event date. However, while filing form after 60 days, additional fee shall be computed considering time limit of 30 days.