Entities incorporated under the Companies Act, 2013 are obligated to submit a DIR 12 form through the official portal of the Ministry of Corporate Affairs. This form is essential for notifying the Registrar of Companies regarding any alterations, appointments of directors, or resignations of directors and other officials within the organisation. The DIR 12 filing should be completed within a 30-day timeframe from the occurrence of such events.
The stipulations related to these matters are comprehensively defined in Rule 8, 15, and 18 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as well as in Sections 7(1)(c), 168, and 170(2) of the Companies Act of 2013. Additionally, Rule 17 of the Companies (Incorporation) Rules specifies the conditions governing these crucial subject matters.
Instances When Filing of DIR 12 Form is Mandatory
The instances when filing of DIR 12 becomes necessary are as follows:
1. Appointment of the Director
The DIR 12 is required to be filed in the event of appointing a director to a company.
2. Resignation of the Director
When a director resigns from their position in a company, the filing of the DIR 12 form is mandatory.
3. Change in Director’s Designation
In cases where there is a change in the designation of a director, the DIR 12 form must be filed as per legal requirements.
Noteworthy Norms Regarding DIR 12 Form Filing
Some noteworthy features of DIR 12 filing are:
1. Time Constraints for Event Dates
- The DIR 12 allows for filing with different event dates (e.g., appointment, cessation, change in designation) within a 30-day timeframe from the filing date.
- If any event date falls outside this 30-day window, a separate form must be submitted for each such event date.
- For instance, if Director A is appointed on 3nd July, Director B on 11th July, and Director C ceases service on 18th July, all events can be filed in a single DIR-12 form if submitted on or before 1st August, as they are within 30 days.
- However, if the form is filed on 7th August, a separate DIR 12 form should be filed for Director A.
2. Filing for Multiple Events Relating to the Same Official
- When filing particulars for two or more events involving the same official, separate DIR 12 filings are mandatory.
- Chronological order of events is recommended, and it should be ensured that no earlier event date exists for the same company in the form.
3. Synchronisation with Other Forms
- When synchronising DIR 12 filing with forms like INC-2 or INC-7, the “New Company” option should be selected.
- In all other scenarios, choose the “Existing Company” option.
4. Limitations on Directorships
- Individuals serving as directors in more than 20 companies are ineligible for directorship in a private company.
- Similarly, candidates serving in more than ten public companies are restricted in the case of a public limited company.
5. Filing Requirements for High Number of Directors & Restriction on Company Secretary Appointments
- In cases where the number of directors exceeds 15, the company must file a separate DIR 12.
- A company can only file one DIR 12 for a Company Secretary (CS) position, as appointing more than one person for this role is prohibited.
Attachments for DIR 12 Form
The necessary attachments with DIR 12 are as follows:
a. Appointment Documentation:
1. Appointment letter of the Director/CS/Manager/CFO/CEO
2. Declaration from MD, appointee director, in case of appointment of CS/CFO/CEO /Manager/Director.
3. Interest of Director in other companies in event the no. of companies entered is more than one.
4. Declaration from the first director in Form INC-9 in case of a new company
b. Resignation Documentation:
1. Resignation notice for cessation of director or any such officials such as CS / CEO or CFO.
2. Proof of the cessation.
c. Additional Attachments (Optional):
Any other such information can be provided as optional attachment.
Procedure For Filing DIR 12 Form
The procedure for the filing of DIR 12 is as mentioned below:
1. Download the e-form DIR-12
Begin by visiting the MCA portal and downloading the e-form DIR-12.
2. Enter the Company Id. No. & Tap on the Pre-fill Option
After downloading the form, enter the Company Identification Number (CIN) and select the “Pre-fill” option. The pre-fill feature automatically populates certain details based on the company’s information.
The system will prompt the company’s name, registered office address, and email contact.
3. Enter Managing Director’s Number and Particulars
Provide the particulars and contact information of the company’s Managing Director.
Utilise the provided instruction kit for guidance in filling out the form accurately.
4. Enter Contact Number and Details of Company’s Managers, CFO, Secretary
Then, enter the valid contact details and other details as required.
5. Attach Documents
Upload the required documents as specified later in the process.
6. Attach Digital Signature and Submit the Form
Before submission, again review the form to see that there are not any errors or omissions. Attach your digital signature and then click on the submit button finally.
7. Pay E-form Fees and then Secure SRN
Upon uploading the e-form, the portal will prompt you to pay the transaction fees.
Complete the payment process as required. Following successful payment, the portal will generate a Service Request Number (SRN) for future reference.
Penalties for Delayed Filing of DIR 12 Form
In the event of delayed filing of the form, penalties in the form of additional fees will be imposed based on the duration of the delay:
| Period of Delay | Additional Fee |
| Up to 30 days | 2 times of the standard fees |
| More than thirty days & up to 60 days | 4 times of the standard fees |
| More than sixty days & up to 90 days | 6 times of the standard fees |
| More than ninety days & up to 180 days | 10 times of the standard fees |
| More than 180 days | 12 times of the standard fees |
For IFSC companies, the penalty amount will be applicable only after sixty days from the event date. However, when filing the form after sixty days, an additional fee shall be calculated, considering the time limit of 30 days.
Final Thoughts
Adherence to the norms and procedures outlined for the DIR 12 form under the Companies Act, 2013 is important for entities. This form serves as a vital tool for reporting changes in directorship and key officials within organisations, ensuring transparency and compliance. The stipulated time frames for filing, the necessity of attaching appropriate documentation, and the penalties for delays underscore the significance of timely and accurate submission. It’s imperative for companies to grasp these regulations and follow the prescribed guidelines to avoid penalties and maintain regulatory compliance.
Understanding the intricacies of DIR 12 form filing, including its mandatory instances and associated documentation requirements, is fundamental to successfully deal with the corporate governance system. Adhering to the specified filing procedures, utilising the right form variants, and staying updated of any updates or modifications in regulations will aid companies in fulfilling their legal obligations effectively.
