Simple Guide to Forms DIR-11 and DIR-12 with PDF Formats

CS Palak Gupta

3 years ago

What is Form DIR-12?

e-Form DIR-12 is needed to be furnished for Appointment/Resignation or towards the case of revision in Designation of Directors of the Company following to Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 of Companies (Incorporation) Rules 8, 15 & 18 of Companies (Appointment and Qualification of Directors) Rules, 2014.

What is Form DIR-11?

e-Form DIR-11 is needed to get furnished to provide the notice of resignation of the director to the registrar via the Director itself pursuant to Section 168 (1) of the Companies Act, 2013 and Rule 16 of Companies (Appointment and Qualification of Directors) Rules, 2014.

e-Form DIR-12 for Appointment/Resignation

Where any Director has been hired by the company or has resigned from the company or there is a revision in the director’s designation, then e-Form DIR-12 which consists of these particular and the documents as mentioned in the form will be furnished with the registrar in 30 days from the appointment date or resignation or the date of these revisions that ruled so.

This Form has three aspects:

Appointment
Resignation
Change in Designation

A single e-Form DIR-12 can be furnished towards the appointment of the new director and the resignation of the current director or the amendment in the designation of the current director when the form is furnished in 30 days from the appointment date and the date of resignation or the date of an amendment that ruled.

But to furnish the information concerning the appointment and cessation towards the identical individual, a separate e-form will be needed to get furnished.

All the marked fields are compulsory to be filled along with non-compulsory on a better note.

If the number of directors toward which the form is furnished exceeds 15 then a separate e-Form DIR-12 will be needed to get furnished.

There are some mentioned things concerning the appointment of the director.

The director who appoints must not be linked to more than 20 firms as a director and towards the concern of public firms, the appointment of the director will not be permitted if he is formerly a director exceeds 10 public firms.
Every individual who is hired to hold the office of the director will on or prior to the declaration provide the consent in writing to act as director in Form No. DIR-2:
Interest towards the additional entities is needed to get specified towards the concern of appointment that is all the information such as number of entities where the director is appointed poses the interest in the additional entity and the shareholding percentage along with the amount of shareholding as well as the kind of interest will be stated within the CIN No. of the organization where the director to get hired poses interest.

Below are the scanned credentials that are important and will be attached to the form:

For the part of Appointment of Director:

Letter of appointment needs to get attached towards the case of an appointment with the Director / Manager / Company Secretary / CEO / CFO.
Declaration of the appointee director, managing director, in Form No. DIR-2 to be attached towards the appointment of a Director / Manager / Company Secretary / CEO / CFO.

Resignation Part for Director Notice:

Notice of resignation needs to be attached for the case of cessation of a Director / Manager / Company Secretary / CEO / CFO.
Evidence of cessation is to be attached towards the case of cessation of a Director / Manager / Company Secretary / CEO / CFO.

The additional details shall be furnished as an optional attachment(s).

e-Form DIR-11 Notice for Resignation of Director

Where director furnishes the resignation from his office then hen must in a duration of 30 days from the resignation date, forward to the registrar a copy of his resignation including the cause of the resignation in Form DIR-11 including with the fee as given in the Companies (Registration Offices and Fees) Rules, 2014.
The reason must be written in the form for the resignation through the director.
The form will be digitally signed through the director who furnishes the resign from the office.
The resignation will opt from the date upon which the notice of the enrollment is obtained by the company or the other date mentioned through the director in the notice whichever is later.
The Effective Date of Resignation {Field 4(B)} will be the date as inserted through the firm in e-Form DIR-12 for cessation of the Director.
The mentioned the scanned documents are essential and will be attached to the form:
- Notice of Resignation filed with the Company
- Proof of Dispatch
- Acknowledgement obtained via firms If any (essentials only if yes selected at serial no.6 in the form )

Form DIR-2 (Declaration to be essentially attached in e-Form DIR-12 in case of Appointment)

Form DIR-2 Appointment and Qualification of Director

[Pursuant to Section 152(5) and rule 8 of Companies (Appointment and Qualification of Director) Rules, 2014]

To,

Company Name

Address Line 1

Address Line 2

City, State Pin Code

Subject: Consent to act as a Director

I, (Mr. /Ms. Director Name) hereby give my consent to act as Director of (Company Name), pursuant to subsection (5) of section 152 of the Companies Act, 2013 and certify that I am not disqualified to become a Director under the Companies Act, 2013.

Sl. No	Particulars	Details
1	Director Identification Number (DIN)
2	Full Name
3	Father’s Name
4	Address
5	Email
6	Mobile Number
7	Income Tax PAN
8	Occupation
9	Date of Birth
10	Nationality
11	No of the companies where i am the Managing Director, Chief Executive Officer, Whole Time Director, Secretary, Chief Financial Officer, Manager.	(Name of Company),(Designation)
12	The Particulars of membership No. and Certificate of practice No.when the applicant is a member of any professional Institute. Particularly state Nil if none	NIL

DECLARATION

(i) I declare that I have not been convicted of any offence in connection with the promotion, formation or management of any company or LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years. I further declare that if appointed, my total Directorship in all the companies shall not exceed the prescribed number of companies in
which a person can be appointed as a Director.

(ii) further declare that –

I am not required to obtain security clearance from the Ministry of Home Affairs, Government of India before seeking an appointment as director; or

I am required to obtain security clearance from the Ministry of Home Affairs, Government of India before seeking appointment as director and the same has been obtained and is attached.

Signature:…………………….
Designation:………………….
Date:…………………….
Place:……………………
Attachments:
1) Proof of identity;
2) Proof of residence;

Note: Revised e-Form DIR-12 on the MCA V3 portal includes the Director’s Consent and Declaration but it is recommendatory to attach the same as a separate attachment.