1 PART I – LAW(S) GOVERNING THE WEBFORM
Pursuant to Sections 7(1)(c),
168 & 170(2) of the Companies Act, 2013 &
Rule 17 of the Companies (Incorporation)
Rules 2014 and 8,
15 & 18 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
1.1
Purpose of the webform
Form No. DIR-12 aims to simplify the
process for filing application for particulars of appointment of directors and
the key managerial personnel and the changes among them.
Every company shall file webform
DIR-12 detailing particulars of the Directors and Key Managerial Personnel
(‘KMP’) of the company with the Registrar, within 30 days from the date of
appointment, cessation and changes taken place in their designations.
1.2
Important Check Points while filling up the
webform
ü Please read instructions and guidelines carefully before
filling online application webforms.
ü Please attach the required mandatory supporting documents in
the specified format only.
ü Please ensure that the company is registered with MCA and
has a valid and approved Corporate Identity Number (‘CIN’).
ü Please ensure that the signatory of the webform has an
approved DIN or valid PAN / Membership number, as applicable.
ü Please note that the signing authority of the webform shall
have valid and non-expired/non-revoked DSC.
ü Please ensure that the DSC of the signatory is registered on
MCA portal against the DIN / PAN / Membership number as provided in the
webform, as applicable.
ü If the space within any of the fields is not sufficient to
provide all the information, then additional details can be provided as an
optional attachment to the webform.
ü Please ensure that the DIN entered in the signatory field is
not flagged for disqualification of the director.
ü Please ensure that the DIN/DPIN is approved and
PAN/Membership number entered in the signatory field is valid.
ü Please ensure that the membership number and/or certificate
of practice number of the professional certifying the webform is a valid
membership/certificate of practice number as existing in the database for that
particular category of the professional and further they should not also be
debarred.
ü Please ensure that the webform has not been signed by a
Director/ Manager/ Company Secretary/ CEO/ CFO of the company in respect of
whom webform DIR-11 or webform DIR-12 or old Form No. 32 has been filed for
cessation and the work item in respect of same has been approved/ has not been
closed.
ü Please ensure that webform is not signed by the same person
in respect of whom change in designation/
cessation is
being filed in the webform.
ü Please ensure that the DIN/ PAN/ Membership number entered
is associated with the CIN entered in field number 1(a) i.e. “Corporate Identity Number (CIN)” . This
shall not be applicable in case ‘Statutory Auditor’ or ‘Liquidator’ is selected
in data field “Designation”.
ü Please ensure that there is no other webform DIR-12 pending
for payment/ processing against the CIN.
ü Please ensure that, in case the webform is being signed by
the statutory Auditor, then webform should be filed for 'Appointment due to
disqualification of all the existing directors' and all the existing directors
in the company are disqualified and no key managerial person is associated with
the CIN entered in field number 1(a) i.e.
“Corporate Identity Number (CIN)”.
ü Please note that the filing of webform for 'Appointment due
to disqualification of all the existing directors' is allowed only once for a
company.
ü Please ensure in case of 'Appointment' or 'Appointment due
to disqualification of all the existing directors' or 'Appointment by
liquidator', the person being appointed is not associated with more than 20
companies as a director and if CIN entered is of public company then
appointment of director shall not be allowed if he/she is already a director in
more than 10 public companies.
ü Please ensure in case of appointment of Company Secretary
and ‘membership number’ is entered in field number 5(d) i.e. “Membership number of the company secretary”,
the details (name, associate or fellow and membership number) are same as the
details existing in the database for ICSI and the person should not be having a
certificate of practice as per the database.
ü Please ensure that same appointee details (unique
identifier, designation and same
appointment date) are not filled in case of appointment if the details
corresponding to the same DIN or PAN already exist in the database against CIN.
ü Please note in case of cessation, if the DIN has been
disabled due to death, the date of cessation entered in the webform shall be
same as the date of cessation entered while disabling the DIN due to death.
ü Please note that the webform has to be filed event date
wise. If any of the event date(s) are beyond 30 days for other than IFSC
company / 60 days for IFSC company, then separate webform is to be filed for
every such event date”. The only exception when multiple event dates are
allowed only if it results in normal fee calculation.
ü Please note when the user selects resignation/change in
designation option, the person whose DIN or PAN is entered should be associated
(active or resigned status) with the company and event date should be equal to
or greater than the date of appointment saved.
ü Please note in case of “change in designation” if the
current designation of relationship is not amongst director, managing director,
alternate director, additional director, director appointed in casual vacancy,
nominee director, whole-time director, the user shall not be allowed to file
the webform.
ü Please note that the company is not flagged for filing
INC-22A[ACTIVE] in case webform is being filed for
‘Appointment/change
in designation’ of directors [other than Managing Director/Whole-time Director
role].
However,
filing for appointment shall be allowed in case existing Directors are less
than the minimum requirement due to reason disqualification/ deactivation/no
Directors are associated etc. The minimum requirement in case of private
company (other than Producer Company) is 2 directors and for a private producer
company is 5 and for a public company is 3 or for an OPC is 1.
ü Please ensure that the PAN provided in each of the
regenerated block of field number 5 i.e.
“Details of manager(s), secretary(s), Chief financial Officer or Chief
Executive Officer of the company” is unique and not associated to any existing
DIN.
ü Please ensure that DSC affixed in each of the regenerated
block of filed “Director's Consent and Declaration” is associated with the DIN
entered in the respective block.
ü Please ensure that the field “Declaration by practicing
professional” is not mandatory in case CIN entered in field number 1(a)
i.e. “Corporate Identity Number
(CIN)” belongs to OPC or small company
ü Please ensure that the date of appointment of the
signatory(s) for which the webform is being filed for appointment is equal to
or greater than the date of cessation of such person if he was associated with
the CIN at earlier occasions.
ü Please note SRN number of webform INC-28 maybe required in
webform DIR-12.
ü Please note in case DIN or PAN entered had earlier been
updated through the screen ‘Update amalgamated or dissolved company’s details
or signatory details’ or ‘Update signatory details’, then details in respect of
such DIN or PAN shall be allowed to be filled. This shall be allowed if same
DIN or PAN already exists in the database against CIN as an active association.
In such cases following validations/ checks shall be there:
• Only ‘Appointment’ option can be selected.
• Corresponding details (designation and date of appointment)
should be same as had been entered through the screen.
ü Please provide Membership Number in the Case certification
is done by CA/CWA & COP number in case certification is done by CS in the
field Certification by Professional.
2
PART II – ACCESSING FORM NO. DIR-12 APPLICATION
2.1
Application Process for Form No. DIR-12
2.1.1 Initial Submission
2.1.1.1 Option
1
STEP 1: Access MCA homepage
STEP 2: Login to MCA portal with valid credentials1
STEP 3: Select “MCA services” and further select “E-Filling”
STEP 4: Select “Company Forms Download” module
STEP 5: Navigate to the header “Appointment / Change related
filings”
STEP 6: Access “Particulars of appointment of directors and
the key managerial personnel and the changes among them (Form No. DIR-12)” STEP 7: Enter CIN information2
STEP 8: Search CIN using the search option (optional)3
STEP 9: Select CIN from the dropdown option (optional)4
STEP 10: Fill up the application
STEP 11: Save the webform as a draft (optional)5
STEP 12: Submit the webform
STEP 13: SRN is generated upon submission of webform (The SRN can be
used by the user for any future correspondence with MCA)
STEP 14: Affix the DSC
STEP 15: Upload the DSC affixed pdf document on MCA portal
STEP 16: Pay Fees (In case the user does not successfully upload the
DSC affixed PDF within 15 days of SRN generation and complete the payment
within 7 days of successful upload of DSC affixed document or due date of
filing of the webform + 2 days, whichever is earlier, the SRN will be
cancelled)
STEP 17: Acknowledgement is generated
STEP 18: Once the webform is processed an intimation mail for
approval/ rejection of the webform is sent to the registered Email ID of the
user
2.1.1.2 Option
2
STEP 1: Access MCA homepage
STEP 2: Access ‘Form No. DIR-12’ through search bar on MCA homepage
(website search)6
STEP 3: Login to MCA
portal with valid credentials STEP
4: Enter CIN information2
STEP 5: Search CIN using the search option (optional)3
STEP 6: Select CIN from the dropdown option (optional)4
STEP 7: Fill up the application
STEP 8: Save the webform as a draft (optional)5
STEP 9: Submit the webform
STEP 10: SRN is generated upon submission of webform (The SRN can be
used by the user for any future correspondence with MCA)
STEP 11: Affix the DSC
STEP 12: Upload the DSC affixed pdf document on MCA portal
STEP 13: Pay Fees (In case the user does not
successfully upload the DSC affixed PDF within 15 days of SRN generation and
complete the payment within 7 days of successful upload of DSC affixed document
or due date of filing of the webform + 2 days, whichever is earlier, the SRN
will be cancelled)
STEP 14: Acknowledgement is generated
STEP 15: Once the webform is processed an intimation mail for
approval/ rejection of the webform is sent to the registered Email ID of the
user
2.1.2 Resubmission
2.1.2.1 Option
1
STEP 1: Access MCA homepage
STEP 2: Login to MCA portal with valid
credentials
STEP 3: Access application history through
user dashboard
STEP 4: Select Form No. DIR-12 application with status as
‘Resubmission required’
STEP 5: Fill up the application
STEP 6: Save the webform as a draft (optional)5
STEP 7: Submit the webform
STEP 8: SRN is updated
STEP 9: Affix the DSC
STEP 10: Upload the DSC affixed pdf document on MCA portal[1]
STEP 11: Resubmission of webform (In case the user does not complete
re-submission of the webform and upload the DSC affixed pdf document within 24
hours of the SRN update, a SMS and email reminder will be sent to the user
daily for 15 days OR till the time this is submitted, whichever is earlier)
STEP 12: Acknowledgement is generated
STEP 13: Once the webform is processed an intimation mail for
approval/ rejection of the webform is sent to the registered Email ID of the
user
2.1.2.2 Option
2
STEP 1: Click on the link provided in the notification email sent
(received for resubmission)
STEP 2: Login to MCA portal with valid
credentials
STEP 3: Fill up the application
STEP 4: Save the webform as a draft (optional)5
STEP 5: Submit the webform
STEP 6: SRN is updated
STEP 7: Affix the DSC
STEP 8: Upload the DSC affixed pdf document on MCA portal7
STEP 9: Resubmission of webform (In case the user does not complete
re-submission of the webform and upload the DSC affixed pdf document within 24
hours of the SRN update, a SMS and email reminder will be sent to the user
daily for 15 days OR till the time this is submitted, whichever is earlier)
STEP 10: Acknowledgement is generated
STEP 11: Once the webform is processed an intimation mail for
approval/ rejection of the webform is sent to the registered Email ID of the
user
3
PART III – INSTRUCTIONS TO FILL THE WEBFORM
3.1
Specific Instructions to fill ‘Form No. DIR-12’
at Field Level
Instructions to fill ‘Form No. DIR-12’ are tabulated below at
field level. Only important fields that require detailed instructions are
explained. Self-explanatory fields are not explained.
|
Field No. |
Field Name |
Instructions |
|
|
1 (a) |
CIN |
i. |
In case of
company users, CIN of company shall be prefilled based on the user id. |
|
|
|
ii. |
In
case of professional users, a search option shall be provided to search the
CIN basis the company name. Either full name of the company or partial name
can be used to search the company. |
|
|
Number
of Managing director or director(s) for which the form is being filed |
iii. |
In
case of other business users, a dropdown option is provided containing the
list of CIN with which the user is associated. |
|
2 |
i. ii. |
Enter the total number of Managing Director, directors(s)
for which this webform needs to be filed. Details
of 15 director(s), Managing Directors can be filed through this webform. |
|
|
|
Details
of the Managing Director or Director of the company Purpose of filing the form Director Identification Number (DIN) |
iii. |
Based
on the number entered by user, data fields from field number 3(a) i.e. "Purpose of filing the form" to
field number 3(r) i.e. "Others
(Specify)" shall be regenerated. |
|
3
3(a) |
i. ii. |
Kindly select the purpose of filing of webform. In case
the user selects ‘Cessation’ in this field, then the user shall provide
comments in field number 3(q) i.e.
“due to”. |
|
|
3 (b) |
i. |
This
field shall be enabled after purpose of filing the webform is provided by
user in field number 3(a) i.e. “Purpose of filing the form”. |
|
|
|
|
ii. |
Enter
an approved DIN in case of 'Appointment' or 'Appointment due to
disqualification of all the existing directors' or 'Appointment by
liquidator' is selected in field number 3(a) i.e. “Purpose of filing the form”. |
|
|
|
iii. |
DIN
entered by user shall be associated with the CIN entered in field number 1(a)
i.e. “Corporate Identity Number
(CIN)” in case where 'Cessation' or
'Change in designation' is selected in field number 3(a) i.e. “Purpose of filing the form”. |
|
|
|
iv. |
DIN
entered by user shall be ‘Approved’ / ‘Deactivated on account of Non-filing
of DIR-3 KYC’ in case reason of cessation selected in field number 3(q)
i.e. “due to” is 'Death'. |
|
|
|
||
|
Field No. |
Field Name |
Instructions |
|
|
|
Designation |
v. |
DIN
entered by user in every block populated for director details in field number
3(b) i.e. “Director Identification
Number (DIN)” shall be unique except the case where 'Designation' selected in
field number 3(j) i.e. “designation”
is different. |
|
3 (j) |
i. |
This
field shall be non-editable and pre-filled in case ‘Cessation' is selected in
field number 3(a) i.e. “Purpose of
filing the form” based on DIN entered in field number 3(b) i.e. “Director Identification Number (DIN)”. |
|
|
|
Category |
ii. |
In
case where the user selected ‘Change in designation' in field number 3(a)
i.e. “Purpose of filing the form” then
designation entered shall be different from the designation associated with
the user based on DIN entered in field number 3(b) i.e. “Director Identification Number (DIN)”. |
|
3 (l) |
i. |
This field shall be displayed to
user in case ‘Appointment’ or ‘Change in designation’ or ‘Appointment due to
disqualification of all the existing
directors’ or ‘Appointment by liquidator’
is selected in field number 3(a) i.e.
“Purpose of filing the form”. |
|
|
|
Whether Chairman, Executive Director, Non-Executive Director |
ii. |
User
cannot select 'Independent' in case of ‘managing director’, ‘nominee
director’ and ‘whole- time director’ is selected in field number 3(j) i.e.
“Designation”. |
|
3 (m) |
i. |
This field shall be displayed to
user in case ‘Appointment’ or ‘Change in designation’ or ‘Appointment due to
disqualification of all the existing
directors’ or ‘Appointment by liquidator’
is selected in field number 3(a) i.e.
“Purpose of filing the form”. |
|
|
|
|
ii. |
User
shall not be able to select Executive director and nonexecutive director
together in this field. |
|
|
|
iii. |
It
shall be mandatory to select either ‘Executive director’ or ‘non-executive
director’ if the option ‘chairman’ is selected in this field. |
|
|
|
iv. |
User
shall not have an option to select ‘Non-Executive director’ if value selected
in field number 3(j) i.e. “Designation” is 'Whole-time director' or 'Managing
director'. |
|
|
DIN
of such director to whom appointee is alternate |
v. |
User
shall not have an option to select ‘Executive director’ if ‘Independent’ is
selected in field number 3(l) i.e.
“Category”. |
|
3 (n) |
i. |
This
field shall be displayed to user in case ‘Appointment’ or ‘Change in
designation’ or ‘Appointment due to disqualification of all the existing
directors’ or ‘Appointment by liquidator’ is selected in field number 3(a) |
|
|
|
|
||
|
Field No. |
Field Name |
Instructions |
|
|
|
|
|
i.e. “Purpose of filing the form” and ‘Alternate director’ is selected in field
number 3(j) i.e. “Designation”. |
|
|
|
ii. |
DIN
entered in this field shall not be same as DIN entered in field number 3(b)
i.e. “Director Identification Number
(DIN)” of the same block. |
|
|
|
iii. |
DIN
entered in this field shall be associated with the CIN entered in field
number 1(a) i.e. “Corporate Identity
Number (CIN)”. |
|
|
Name of the director to whom such appointee is alternate |
iv. |
Din entered shall be approved DIN.
|
|
3 (o) |
i. |
This
field shall be displayed to user in case ‘Appointment’ or ‘Change in
designation’ or ‘Appointment due to disqualification of all the existing
directors’ or ‘Appointment by liquidator’ is selected in field number 3(a)
i.e. “Purpose of filing the form”
and ‘Alternate director’ is selected
in field number 3(j) i.e.
“Designation”. |
|
|
|
In
case of cessation, hereby confirmed that the above mentioned |
ii. |
This
field shall be prefilled based on DIN entered in field number 3(n) i.e. “DIN of such director to whom appointee is
alternate”. |
|
3 (q) |
i. ii. |
This field shall be displayed in case ‘Cessation’ is selected in field number
3(a) i.e. “Purpose of filing the
form”. ‘Managing
director’ shall be prefilled and non-editable in case where 'Managing
director' is selected in the field number 3(j) i.e. “Designation”. |
|
|
|
is not associated with the company
with effect from…………...…… (DD/MM/YY) |
iii. |
‘Director’
shall be prefilled and non-editable in case where other than 'Managing
director' is selected in the field number 3(j) i.e. “Designation”. |
|
3(q) |
i. ii. |
This field shall be displayed in case ‘Cessation’ is selected in field number
3(a) i.e. “Purpose of filing the
form”. Date
entered shall be greater than or equal to 18 years from the date of birth of
the director corresponding to the DIN entered in field number 3(b) i.e. “Director Identification Number (DIN)”. |
|
|
|
due to …………………………….. |
iii. |
Date entered shall be greater than
or equal to date of appointment. |
|
3(q) |
i. |
This
field shall be displayed in case ‘Cessation’
is selected in field number 3(a) i.e.
“Purpose of filing the form”. |
|
|
|
|
ii. |
‘Not
been re-appointed' can be selected only if the value entered in field number
3(j) i.e. “Designation” is ‘alternate
director’ or ‘additional director’. |
|
|
|
iii. |
‘Nomination withdrawn by appointing authority' can be
selected only if the value entered in field number 3(j) i.e. “Designation” is ‘nominee
director’. |
|
|
|
||
|
Field No. |
Field Name |
Instructions |
|
|
3(r) |
Interest in other entities CIN/ LLPIN/ FCRN/
Registration number |
i. |
This
field shall be displayed to user in case ‘Appointment’ or ‘Appointment due to
disqualification of all the existing directors’ or ‘Appointment by
liquidator’ is selected in field number 3(a) i.e. “Purpose of filing the form”. |
|
|
Name Address Designation Percentage of Shareholding Number of manager(s), secretary(s), Chief financial
Officer or Chief Executive Officer for which the form is being filed Details
of manager(s), secretary(s), Chief financial Officer or Chief Executive Officer of the company Director Identification Number (DIN), if any |
ii. |
CIN/LLPIN/FCRN shall be a valid
CIN/LLPIN/FCRN. |
|
|
i. ii. |
These fields shall be displayed to user in case ‘Appointment’
or ‘Appointment due to disqualification of all the existing directors’ or
‘Appointment by liquidator’ is selected in field number 3(a) i.e. “Purpose of filing the form”. These
fields shall be prefilled based on CIN/ LLPIN/ FCRN entered in data field
number 3(r) i.e. “CIN/ LLPIN/ FCRN/
Registration number” or else this has to be manually entered. |
|
|
|
|||
|
|
|||
|
|
|||
|
4 |
i. ii. |
Enter the total number of manager(s), secretary(s) for
which this webform needs to be filed and details of only 4 persons can be
filed through this webform. Based
on the number entered, data fields from field number 5(a) i.e. "Purpose of filing the form" to
field number 5(l) i.e. "E-mail
ID" shall be regenerated. |
|
|
5 5 (b) |
i. ii. iii. |
DIN entered shall be valid DIN. DIN should be unique DIN. DIN
entered in every block populated for director details in field number 5(b)
i.e. “Director Identification Number
(DIN), if any” should be unique with respect to the same designation entered
in field number 5(i) i.e.
“Designation” and same purpose entered in field number 5(a) i.e. “Purpose of filing the form”. |
|
|
|
Income Tax permanent account number (PAN) |
iv. |
DIN
entered in the field number 5(b) i.e.
“Director Identification Number (DIN), if any” with the designation in
field number 5(i) i.e. “Designation”
as 'Manager' and purpose in field number 5(a) i.e. "Purpose of filing the form" as 'Appointment' shall not be same as DIN
entered in field number 3(b) i.e.
“Director Identification Number (DIN)” for designation in field number
3(j) i.e. “Designation” as 'Managing
director' and purpose in field number 3(a) i.e. “Purpose of filing the form” being ‘Appointment’
or ‘Appointment due to disqualification of all the existing directors’ or
‘Appointment by liquidator’. |
|
5 (c) |
i. |
PAN
entered by user in every block populated for this field shall be unique with
respect to the same designation entered in field number 5(i) i.e. “Designation” and same purpose |
|
|
|
|
||
|
Field No. |
Field Name |
Instructions |
|
|
|
|
|
entered in field number 5(a)
i.e. “Purpose of filing the form”. |
|
|
Verify Details |
ii. |
A
10-digit alphanumeric number shall be entered where first five characters are
alphabet, the next four characters are numbers and the last character is also
an alphabet. |
|
5(c) |
i. |
This
button shall be displayed and
enabled if ‘Appointment’
is selected in field number 5(a) i.e.
“Purpose of filing the form” and DIN is not entered in field number
5(b) i.e. “Director Identification
Number (DIN), if any”. |
|
|
|
|
ii. |
This
field shall be enabled after the applicant's name, Father's name and Date of
birth details are entered in respective blocks. |
|
|
|
iii. |
In
case of appointment where DIN is not entered in field number 5(b) i.e. “Director Identification Number (DIN), if
any” then it shall be mandatory to click this button in case where PAN is
entered in field number 5(c) i.e.
“Income-tax permanent account number (PAN)”. |
|
|
Membership number of the company secretary First Name Middle Name Last Name Father’s name First name Middle name Last name |
iv. |
Upon
clicking this button, applicant's name, father's name and date of birth shall
be verified from the PAN database. |
|
5 (d) |
This
field shall be displayed in case ‘Appointment’ is selected in field number
5(a) i.e. “Purpose of filing the form”
and ‘Company Secretary’ is selected in field number 5(i) i.e. “Designation”. |
||
|
5 (e) (i) |
i. ii. iii. iv. v. |
These fields shall be prefilled based on DIN entered in
field number 5(b) i.e. “Director
Identification Number (DIN), if any”. In other cases, the value shall be
manually entered. The user shall not be allowed to enter single alphabet in
his/her first name field. User shall mandatory enter either of applicant’s First
name or Surname. Please
note that the name shall be verified based on PAN in case details are not
pre-filled based on DIN. |
|
|
5 (e) (ii) |
|||
|
5 (e) (iii) |
|||
|
5 (f) |
i. ii. iii. iv. v. |
These fields shall be prefilled based on DIN entered in
field number 5(b) i.e. “Director
Identification Number (DIN), if any”. In other cases, the value shall be
manually entered. The user shall not be allowed to enter single alphabet in
his/her first name field. User
shall mandatory enter either of Father’s First name or Surname. Please
note that the name shall be verified based on PAN in case details are not
pre-filled based on DIN. |
|
|
5 (f) (i) |
|||
|
5 (f) (ii) |
|||
|
5 (f) (iii) |
|||
|
|
|
||
|
Field No. |
Field Name |
Instructions |
|
|
5 (g) |
Present residential address Date of birth Designation Date of appointment or cessation Mobile Number (with Country code) E-mail ID SRN of form INC-28 |
Kindly ensure to provide details for present residential
address. |
|
|
5 (h) |
i. ii. iii. iv. v. vi. |
These fields shall be prefilled based on DIN entered in
field number 5(b) i.e. “Director
Identification Number (DIN), if any”. In other cases, the value shall be manually entered. The
difference between date of birth entered by user and system date shall be greater than or
equal to 18 years. Date entered in field number 5(j) i.e. “Date of appointment or cessation” shall be
greater than or equal to 18 years from the date entered in field number 5(h)
i.e. “Date of birth”. Kindly enter
valid e-mail ID. These
field shall be non-editable in case the field is prefilled based on DIN. |
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5 (i) |
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5 (j) |
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5 (k) |
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5 (l) |
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6 |
i. |
This
field shall be displayed and mandatory, where 'Appointment by liquidator' is
selected in field number 3(a) i.e.
“Purpose of filing the form”. |
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Attachments Order from court/NCLT Notice of resignation Evidence of cessation; Optional attachments, if any |
ii. |
Kindly
ensure to enter approved SRN of the webform INC28. |
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All
the attachments shall be either in pdf or .jpg format. The size of each
individual attachment can be up to 2MB. |
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7(a) |
This attachment shall be displayed and mandatory where
'Appointment by liquidator' is selected in field number 3(a) i.e. “Purpose of filing the form”. |
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(b) |
This attachment shall be displayed and mandatory where
'Cessation' is selected in field number 3(a) i.e. “Purpose of filing the form” and
'Resignation u/s 168' is selected in dropdown values of field number 3(s)
i.e. “Due to” in the respective block.
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(c) |
This
attachment shall be displayed and mandatory where 'Cessation' is selected in
field number 3(a) and field number 5(a) i.e.
“Purpose of filing the form”. |
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(d) |
i. |
This field can be used to provide any other information. |
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ii. |
Please
note that the user has an option to upload up to five |
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Director's
Consent and Declaration |
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optional attachments. |
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i. |
This
entire block shall be displayed and mandatory where 'Appointment' or
'Appointment due to disqualification of all the existing directors' or
'Appointment by liquidator' is selected in field number 3(a) i.e. “Purpose of filing the form”. |
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ii. |
The fields
in this block from "Director's Consent and Declaration"
to "To be digitally signed by the Director/ |
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Field No. |
Field Name |
Instructions |
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To
be digitally signed by Designation Director identification number of the director; or DIN or
PAN of the manager or CEO or CFO or liquidator; or Membership number of the
secretary or statutory auditor Certificate by
practicing professional To
be digitally signed by
Category Whether Associate or fellow Membership number Certificate of Practice number |
Managing
Director" shall be regenerated based on number of appointment of
‘Managing Director’ or ‘Director’. |
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i.
Kindly ensure that the webform is digitally signed by
Director / Manager / Company Secretary / CEO / CFO / Statutory auditor /
liquidator of the company. ii.
In case where 'Appointment by liquidator' is selected in
field number 4(a) i.e. “Purpose of
filing the form” then it shall be prefilled and non-editable as 'Liquidator'.
iii.
In case the person digitally signing the webform is a
Director - Enter the approved DIN. iv. In case the person digitally
signing the webform is Manager, Chief Executive Officer (CEO) or Chief
Financial Officer (CFO) - Enter approved DIN or valid income-tax PAN. v. In case the person digitally
signing the webform is Company Secretary - Enter valid membership number |
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Please select all the checkboxes. |
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i.
The webform shall be certified by a chartered accountant
(in whole-time practice) or cost accountant (in whole-time practice) or
company secretary (in whole-time practice) by digitally signing the
webform. ii.
Select the relevant category of the professional and
whether he/ she is an associate or fellow.
iii. In case the professional is a chartered accountant (in
wholetime practice) or cost accountant (in whole-time practice), enter the
membership number. iv. In
case the practicing professional is a company secretary (in whole-time
practice), enter the certificate of practice number. |
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3.2
Other instructions to fill ‘Form No. DIR-12’
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Buttons |
Particulars |
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i.
Click the “Choose File” button to browse and select a
document that is required to be attached as a supporting to Form No.
DIR-12. ii.
All attachments should be uploaded in pdf or .jpg format. The
total size of |
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the document being submitted can be up to 10 MB. iii. The user has an option to attach
multiple files as attachments within the webform. |
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The
user has an option to remove files from the attachment section using the
“Remove” option provided against each attachment. |
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The
user has an option to download the attached file(s) using the “Download”
option provided against each attachment. |
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i. ii. iii. iv. v. |
Click
on “Save” button for saving the application in a draft webform at any given
point in time prior to submitting the webform. The “Save” option will be enabled
only after entering the CIN. This
is an optional field. On
saving the webform, all the information filled in the webform will be saved
and can be edited/updated till the time webform is submitted. The previously saved drafts can also be
accessed (at a later point in time) using the application history
functionality. |
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i. ii. iii. |
This is a mandatory field. When the user clicks on the “submit” button the details
filled in the webform are auto saved and the system verifies the webform.
Incase errors are detected the user will be taken back to webform and all the
relevant error messages shall be displayed.
In
case at the submission of webform no errors are detected by the system the
submission will be successful. |
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4
PART IV – KEY POINTS FOR SUCCESSFUL
SUBMISSION
4.1
Fee rules
|
S# |
Purpose of webform |
Normal Fee |
Additional (Delay Fee) |
Logic for Additional Fees |
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Event Date |
Time limit (days) for
filing |
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1 |
Form No. DIR-12 - Application for particulars of appointment of directors
and the key managerial personnel and the changes among them |
The Companies (Registration of Offices and Fees) Rules, 2014 (Refer Table 1 and Table 2 below) |
Date of appointment/ cessation/ change in designation |
30 days for other than IFSC company / 60 days for IFSC
company |
|
Fee payable is subject to changes in pursuance of the Act, or
any rule or regulation made, or notification issued thereunder.
4.1.1 The Companies
(Registration Offices and Fees) Rules, 2014
Table 1
Normal fees
In case of company having share capital
|
S# |
Nominal share capital
(INR) |
Fee applicable (INR) |
|
1 |
Less than 1,00,000 |
200 300 400 500 600 |
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2 |
1,00,000 to 4,99,999 |
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3 |
5,00,000 to 24,99,999 |
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4 |
25,00,000 to 99,99,999 |
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5 |
1,00,00,000 or more |
In case of company not having share capital
Applicable
fee (INR)
200
Table 2
Additional filing fees
|
S# |
Period of delay |
Fee applicable (INR) |
|
1 |
Up to 30 days |
2 times of normal fees 4 times of normal fees 6 times of normal fees 10 times of normal fees 12 times of normal fees |
|
2 |
More than 30 days and up to 60 days |
|
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3 |
More than 60 days and up to 90 days |
|
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4 |
More than 90 days and up to 180 days |
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5 |
More than 180 days |
4.2
Processing Type
‘Form No. DIR-12’ shall be processed
in non-STP mode for the following scenarios:
•‘Cessation’ is selected in field
number 3(a) i.e. “Purpose of filing the
form” and value selected in data field number 3(q) i.e. “due
to” is ‘Vacation of office u/s 167’ or ‘Removal u/s 169’
•Company is marked as ‘management
dispute company’
•Value selected in field number 3(a)
i.e. “Purpose of filing the form” is ‘Appointment due to disqualification of
all the existing directors’ or ‘Appointment by liquidator’
•In case the webform is being filed
for multiple Directors, if the value for any of the Directors matches above.
In all other scenarios, ‘Form No.
DIR-12’ shall be processed in STP mode and shall be taken on record through
electronic mode without any further processing. Ensure that all particulars in
the webform are correct. There is no provision for resubmission of this
webform.”
4.3
Useful
links
1. Link to
access Form No. DIR-12: https://www.mca.gov.in/MinistryV2/companyformsdownload.html
2. FAQ’s
related to e-filing: https://www.mca.gov.in/MinistryV2/efiling.html
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