Directors Role Update (DIR-12) Form
Table of Contents
Introduction
In order to guarantee that the day-to-day activities of the company are carried out effectively, directors are typically selected by the shareholders of the company in accordance with the appropriate requirements of the Companies Act 2013.
They are accountable for managing the business in a way that guarantees success and profitability, improving the company’s reputation and image, as they have a fiduciary duty to the business and its shareholders.
Situations in Which DIR-12 Form Submission Is Required
The following are the situations in which filing a DIR 12 becomes required:
- Designation as the Director
When a director is appointed to a firm, the DIR 12 must be submitted.
- The Director’s resignation
It is required that the DIR 12 form be filed when a director leaves their role in a firm.
- Modification of the Director’s Role
When a director’s designation changes, the DIR 12 form needs to be submitted in accordance with the law.
Sections and clauses governing DIR-12 Form
Sections 7(1)(c), 168, and 170 (2) of the Companies Act, 2013 as well as Rules 17 of the Companies (Incorporation) Rules and Rules 8, 15, and 18 of the Companies (Appointment and Qualification of Directors) Rules, 2014—all of which are reproduced for your reference—require the filing of DIR-12.
Section 168 governing DIR-12 Form
A director may resign from his position by giving written notice to the company, which will be noted by the Board upon receipt of the notice. The company will then notify the Registrar in the manner, within the time frame, and in the form prescribed by the company.
The resignation will also be noted in the report of directors that the company will lay out at the next general meeting. It should be noted, however, that a director must also send a copy of his resignation, along with a thorough explanation of his resignation, to the Registrar within thirty days of leaving his position.
A director’s resignation will become effective on the date the company receives the notification or, if earlier, on the date the director specifies in the notice.
With the caveat that the departing director will remain accountable for the transgressions committed during his employment.
Section 170(2) governing DIR-12 Form
Within thirty days after the appointment of each director and key managing staff, as well as within thirty days of any change occurring, the Registrar shall receive a return from the directors and key managerial personnel, including any information and documentation that may be mandated.
Rule 17 governing DIR-12 Form
The details of every individual named in the company’s articles as the initial director, their involvement in other businesses or organizations, and their agreement to serve as a director of the company must be submitted in Form No. DIR-12 together with the payment specified by the Companies (Registration offices and fees) Rules, 2014.
Rule 8 governing DIR-12 Form
Each individual nominated to a director position must provide written approval to the company, using Form No. DIR-2, at least 30 days prior to the appointment.
With the caveat that the business must submit this consent to the Registrar in Form No. DIR-12 within thirty days of a director’s appointment, along with the required payment as specified by the Companies (Registration Offices and Fees) Rules, 2014.
Rule 15 governing DIR-12 Form
Within thirty days of receiving a director’s notice of resignation, the company is required to notify the Registrar via Form DIR-12 and, if applicable, post the information on its website.
Rule 18 governing DIR-12 Form
Within thirty days of the appointment or modification, a return in Form DIR-12 detailing the details of the appointment of a director or other important managerial personnel, as well as any changes thereto, must be filed with the Registrar. The fee for this return is determined by the Companies (Registration Offices and Fees) Rules, 2014.
Conclusion
Comprehending the complexities of DIR 12 form submission, encompassing its necessary applications and related paperwork needs, is essential for effectively managing the corporate governance framework.
Following the prescribed filing procedures, using the appropriate form versions, and keeping abreast of any updates or modifications to rules can help businesses properly fulfill their legal obligations.
If you need assistance with adding or removing directors, or with filing DIR-3 KYC, feel free to reach out to Lawgical Adda for expert guidance. Contact us today!
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