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DIR 12 Form: Norms, Process, And Penalties

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Businesses established under the Companies Act of 2013 must submit a DIR 12 form through the Ministry of Corporate Affairs’ official portal. This structure informs the Recorder of Organizations of any changes, arrangements, or renunciations of the association’s chiefs and different authorities. The DIR 12 documentation should be done within 30 days of such events.

The regulations connected with these issues are entirely characterized in Rules 8, 15, and 18 of the Companies (Arrangement and Qualification of Directors) Rules, 2014, as well as in Section7(1)(c), 168, and 170(2) of the Companies Act of 2013. Rule 17 of the Companies (Incorporation) Also indicates the circumstances governing these crucial subject matters.

Instances When Filing of DIR 12 Form is Mandatory

Here are the cases when it is necessary to file DIR 12

  1. Appointment of the Director: The DIR 12 must be filed in the event of appointing a director to a company.
  1. Resignation of the Director: Filing the DIR 12 form is mandatory when a director resigns from their position in a company.
  1. Change in Director’s Designation: A DIR 12 form must be filed to comply with legal requirements for director designation changes.

Noteworthy Norms Regarding DIR 12 Form Filling

Some notable 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.

You must complete a separate form for each event date if any dates fall outside the 30-day window. Take, for instance, the scenarios in which Director X is appointed on July 8, Director Y on July 12, and Director Z resigns on July 17. In such a case, you can record every one of the occasions on a solitary DIR-12 structure provided that you submit it at the latest August 1, as every one of the dates falls inside the 30-day window.

However, if the form is filed on August 7, a separate DIR 12 form should be filed for Director A.

  1. Filing for Multiple Events Relating to the Same Official:

When providing details for two or more events involving the same official, separate DIR 12 filings are mandatory. It is recommended that the events be listed chronologically and no earlier event date for the same company be included in the form.

  1. Synchronization with Other Forms:

When synchronizing DIR 12 filings with forms like INC-2 or INC-7, the “New Company” option should be selected. In all other scenarios, choose the “Existing Company” option.

  1. Limitations on Directorships:

Individuals who serve as directors in more than 20 companies are ineligible for directorship in a private company. Similarly, candidates who serve in more than ten public companies are restricted in the case of a public limited company.

  1. Filing Requirements for High Number of Directors & Restriction on Company Secretary Appointments:

If a company has more than 15 directors, it is required to file a separate DIR 12 form. It is important to note that a company can only file one DIR 12 form for the Company Secretary (CS) position. Appointing more than one person for this role is strictly prohibited.

Attachments For DIR 12 Form

The necessary attachments with DIR 12 are as follows:

1. Appointment Documentation:

  • Appointment letter of the Director/CS/Manager/CFO/CEO
  • Declaration from MD, appointee director, in case of CS/CFO/CEO /Manager/Director appointment.
  • The director’s interest in other companies is if the number of companies entered is more than one.
  • “When starting a new company, the first director must submit a declaration in Form INC-9.”

2. Resignation Documentation:

  • Resignation notice for cessation of director or any such officials as CS / CEO or CFO.
  • Proof of the cessation.

3. Additional Attachments (Optional):

  • Any other such information can be provided as an optional attachment.

Procedure For Filing DIR 12 Form

The process for the filing of DIR 12 is as mentioned below:

  1. Download the e-form DIR-12: Visit the MCA portal and download the e-form DIR-12.
  1. 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 specific details based on the company’s information. The system will prompt the company’s name, registered office address, and email contact.
  1. Enter the Managing Director’s Number and Particulars: Provide the particulars and contact information of the company’s Managing Director. Utilize the provided instruction kit for guidance in filling out the form accurately.
  1. Enter the contact Numbers and details of the company’s managers, CFO, and secretary: Then, enter the valid contact details and other details as required.
  1. Attach Documents: Upload the required documents as specified later in the process.
  1. Attach Digital Signature and Submit the Form: Before submission, again review the form to ensure no errors or omissions. Attach your digital signature and then click on the submit button.
  1. 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. After successful payment, the portal will generate a Service Request Number (SRN) for future reference.

Penalties For Delayed Filing of DIR 12 Form

PERIOD OF DELAY ADDITIONAL FEE
Up to 30 days Two times the standard fees
More than 30 days & up to 60 days Four times the standard fees
More than 60 days & up to 90 days Six times the standard fees
More than 90 days & up to 180 days Ten times the standard fees

 

For IFSC companies, the punishment amount will be appropriate solely after sixty days from the occasion date. However, considering the time limit of 30 days, an extra charge will be determined while recording the structure following 60 days.

Conclusion

Adherence to the norms and procedures outlined for the DIR 12 form under the Companies Act 2013 is important for entities. This form is vital for reporting changes in directorship and critical officials within organizations, ensuring transparency and compliance. It is essential to adhere to the provided guidelines and submit all required documents on time when submitting documentation for regulatory compliance. Organizations should know about these guidelines and guarantee consistency to avoid punishment. It is essential to record all reports within the recommended period and incorporate all vital documentation. The inability to consent to these guidelines might bring about punishments. As a result, businesses must adhere to these guidelines with extreme care.

Understanding the intricacies of DIR 12 form filing, including its mandatory instances and associated documentation requirements, is fundamental to successfully dealing with the corporate governance system. Adhering to the specified filing procedures, utilizing the correct form variants, and staying updated on any updates or modifications in regulations will aid companies in fulfilling their legal obligations effectively.

G.Durghasree B.A.B.L (Hons)

G Durghasree B.A.B.L (Hons) is a registered trademark attorney with extensive experience as an Advocate for a period of 8 years. She possesses expertise in trademark law, including trademark filing and trademark hearings. Additionally, she is skilled in contract drafting and reviewing, providing legal advice and opinions, particularly in the areas of Company Law, Insolvency and Bankruptcy Code (IBC), and Goods and Service Tax Law (GST). Her experience encompasses both litigation and non-litigation aspects of these laws.