Guide to DIR 12 Form Under Companies Act, 2013

Entities incorporated under the Companies Act, 2013 are required to submit the DIR 12 form through the Ministry of Corporate Affairs portal. This form plays a critical role in notifying the Registrar of Companies about changes such as director appointments, resignations, or alterations in key officials within the organization. The filing must be completed within 30 days from the occurrence of these events, as stipulated in Rules 8, 15, and 18 of the Companies (Appointment & Qualification of Directors) Rules, 2014, and Sections 7(1)(c), 168, and 170(2) of the Companies Act, 2013. Rule 17 of the Companies (Incorporation) Rules also governs these critical matters.

Mandatory Instances Requiring DIR 12 Form Filing

1. Appointment of Directors: When appointing a new director in the company.
2. Resignation of Directors: Mandatory filing upon the resignation of a director.
3. Change in Director’s Designation: Required when there is a change in the designation of a director.

Key Norms and Features of DIR 12 Form Filing

1. Time Constraints for Event Dates: The form allows filing for different event dates (e.g., appointments, resignations, changes in designation) within a 30-day window from the event date. Separate forms are necessary if any event date falls outside this period.
2. Filing for Multiple Events: Separate DIR-12 filings are mandatory for multiple events involving the same official. It’s essential to maintain chronological order and avoid earlier event dates for the same company in a single form.
3. Attachments Required: Mandatory attachments include appointment letters, resignation notices, and proofs of cessation. Optional attachments may also be included.

Procedure for Filing DIR 12 Form

1. Login to MCA V3 Portal: Access the form on MCA V3 portal by log in through User Id & Passwords and fill in the Company Identification Number (CIN), utilizing the pre-fill option for auto-populated details.
2. Provide Director’s Details: Enter particulars of the director and other officials as required.
3. Attach Documents: Upload necessary documents and verify the form for accuracy and completeness.
4. Download Form: Submit the form after attaching documents and download the generated file from the MCA Portal. After downloading crosscheck the details and attachments sometimes attachments are not present in the file downloaded, so edit the form and attach the documents and redownload.
5. Attach Digital Signature and Submit: Sign electronically, submit the form, and pay applicable fees. A Service Request Number (SRN) will be generated for reference.

File Form DIR – 12 with Legal Parivar:

• For Appointment/Change in Designation of Director
• Removal/ Resignation of Director

Penalties for Delayed Filing

Penalties for delayed filing range from two to twelve times the standard fees, depending on the duration of delay. It’s crucial to adhere to filing timelines to avoid financial penalties and maintain regulatory compliance.

For IFSC (International Financial Services Centre) companies, penalties are applicable only after 60 days from the event date. However, when filing after 60 days, the additional fee is calculated based on the above time limits of 30 days.

These penalties are imposed based on the duration of delay in filing the DIR-12 form from the date of occurrence of events like director appointments, resignations, or changes in designation. It’s crucial for companies to adhere to these timelines to avoid financial liabilities and maintain compliance with regulatory requirements.

Conclusion

Understanding the DIR-12 form filing requirements under the Companies Act, 2013 is essential for entities to ensure timely and accurate reporting of directorship changes. Compliance with these regulations supports transparency and governance within organizations, safeguarding against penalties and legal repercussions. Staying informed about filing procedures and adhering to prescribed guidelines is fundamental for effective corporate governance and regulatory adherence.