Companies incorporated under the Companies Act, 2013 are mandated to file a DIR 12 form on the official portal of MCA. The form is filed to notify the Registrar of Companies about the detail relating to the Change/ appointment/Resignation of directors and other officials. The filing of DIR 12 should be done within 30 days of such subject matters.
Rule 8, 15 & 18 of Companies (Appointment & Qualification of Directors) Rules, 2014, Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules laid out the conditions regarding such subject matters.
Instances when the filing of DIR 12 form becomes mandatory
DIR 12 form is filed in the following circumstances:
- Appointment of the Director
- Resignation of the Director
- Or Change in Director’s designation.
Noteworthy Norms Regarding DIR 12 form Filing
- You can file the DIR 12 form with different event dates (date of change in designation, date of appointment, date of cessation, and date of change in the designation) only if such dates are within thirty days of the filing date. If any of these dates fall beyond the said timeline, i.e. 30 days, then a separate form needs to be filed by the applicant for every such event date
Let us understand the requirement of filing the DIR 12 form through an example:
Director A is appointed on 2nd July; Director B is appointed on 12th July. And Director C ceases to serve the company with effect from 19th July. In such a case, particulars of all such changes can be filed through the DIR-12 form only if the form is filed on or before 1st August, as all such events fall within 30 days. But, if the company files the DIR 12 form on 5th August, then a separate DIR 12 form should be filed in respect of Director A.
- For filing of particulars of two or more events relating to the same official, you are mandated to file separate DIR 12 form.
- It is recommended that you file the DIR form in chronological order of the events. It indicates that before filing the said form, you must ensure that no DIR 12 form is due to be filed for the particular company where the event’s date is earlier than entered in this form.
- If the DIR 12 form is being filed synched with a form like INC-2 or INC-7, then the option “New Company” must be chosen. In all other events, an option like ‘Existing Company’ must be selected.
Note: A person acting as Director in more than 20 companies doesn’t qualify for the post of directorship in a private company.
The same is valid for candidates serving more than ten public companies in the case of a public limited company.
- The company is required to file a separate DIR 12 form in the case where a number of Director is higher than 15
- DIR 12 form can be filed for one CS as the company is restrained from appointing more than one person to serve such a position.
Procedure for filing DIR 12 Form
1. Download the e-form DIR-12
This would be the first step. Here you need to visit the MCA portal and download the e-form DIR 12
2. Enter Company Identification Number & tap on the Pre-fill option
Applicants can access the pre-fill facility, which automatically files the e-form based on the particulars that have been fetched out.
The system shall automatically prompt the name, address of the company’s registered office and email contact. The details relating to email contact is editable within the form.
3. Enter Managing Director’s number and particulars
In this step, you must add the company’s managing director particulars and numbers. You can take advantage ofthe instruction kit for simplifying the filing process.
Next, the form must be filled out carefully, and all the details it asks for must be provided. Please make use of the instruction kit
4. Enter contract number and detail of the company’s managers, CFO, secretary
5. Attach Documents
Next, upload the requested documents as cited later in this write-up.
6. Enclose the Digital Signature and Submit the form
Before furnishing the DIR 12 Form, re-examine the same for errors. Enclose your digital signature to authenticate the form, and then tap on the option called “Submit”.
7. Pay the e-form fees and secure SRN
After uploading the e-form, the portal shall prompt you to submit transaction fees. Do the needful to complete the payment process.
Post-successful payment, the portal shall generate the SRN number for future reference.
Attachments to be affixed with DIR 12 form
a. In Case of Appointment:
- Appointment letter of the Director/CS/Manager/CFO/CEO
- Declaration from the appointee director, MD, in case of appointment of a Manager/Director/CS/CFO/CEO
- Interest in other companies of Director in the event the number of companies entered is more than one.
- Declaration from the first director in Form INC-9 in case of a new company
b. In case of Resignation:
- Resignation notice in case of cessation of a Director or other key officials such as Company Secretary / CEO / CFO
- Proof w.r.t cessation in case of cessation of a Director or other key officials such as Company Secretary / CEO / CFO
c. Any other information can be provided as an optional attachment(s).
Penalties for delay filing of DIR 12 form
Penalty in the form of additional fees shall come to effect in case of delay filing of DIR 12 form. The following penalties shall be levied in accordance with the number of days delayed.
| Period of delay | Additional Fee |
| Up to 30 days | 2 x of standard fees |
| More than 30 days & up to 60 days | 4 x of standard fees |
| More than 60 days & up to 90 days | 6 x of standard fees |
| More than 90 days & up to 180 days | 10 x of standard fees |
| More than 180 days | 12 x of standard fees |
In the case of an IFSC company, the penalty amount shall be applicable only after the expiration of sixty days of the event date. But, while filing form after sixty days, an additional fee shall be estimated given the time limit of 30 days.
Conclusion
Top management is less prone to changes, unlike middle and lower-level management. But when the changes occur in the top management, the same has to be intimated with the governing authority. Any contravention to such a condition could incur severe penalties for the company. Hence, companies under the Companies Act, 2013[1] must do the needful to comply with the aforesaid norms.
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