Filing E Form DIR-12 for Appointment/Resignation/Change in Designation of Director

E Form DIR-12 is required to be filed for Appointment/Resignation/Change in Designation of Director with in 30 Days of such event. EForm DIR-12 is required to be filed pursuant to Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules , Rule 8, 15 & 18 of Companies (Appointment and Qualification of Directors) Rules, 2014.

Through this article let us discuss various aspects of E Form DIR-12.

Three Main Aspects of this Form are:

1. Appointment
2. Resignation
3. Or Change in Designation of the Director.

A Single E Form DIR-12 for different type of event incurred on different dates

You can file a Single eForm for different type of events incurred on different dates (date of appointment, date of change in designation and date of cessation). Dates of event should be within 30 days of the filing date. If any of the date(s) are beyond 30 days, then separate form is to be filed for every such event date. For example:

“Director A is appointed on 1st April, Director B is appointed on 18th April, and Director C ceases to be associated with the company w.e.f. 18th April. In such a case details of all the three changes can be filed through the same Form DIR-12 only if the Form is filed on or before 1st May, as all the events fall within 30 days. However, if the company files the eForm DIR-12 on 10th of May, then details in a separate eForm would be required to be filed in respect of Director A.”

For filing of details of two or more events (for example, appointment and cessation) relating to the same person, you are required to file separate forms. These cannot be filed through the same eForm.

E Form to be Filed in chronological order of events

It is advised that you file the eForm in the chronological order of events. It implies that before filing this eForm you should ensure that no Form DIR-12 is pending to be filed for the particular company where the date of event is earlier than the date(s) entered in this form.

Other Facts :

In case of appointment of a director the person being appointed should not be associated with more than 20 companies as a Director and in case of public company, the appointment of director shall not be allowed if he is already a Director in more than 10 public companies.

If number of directors is more than 15, separate forms shall be filed.

eForm can be filed for one company secretary in the company as company cannot have more than one person as its company secretary.

Every person who has been appointed to hold the office of a director shall on or before the appointment furnish to the company a consent in writing to act as such in Form No. DIR-2. Interest in other entities is required to be mentioned in case of appointment i.e. All the Details like number of entities in which Director to be appointed has interest in other entity and the percentage of shareholding and amount of Shareholding and the nature of interest shall be mentioned along with CIN Number of the Company in which Director to be appointed has some interest. Only Details of One entity can be entered in the form, However if Interest is in more than one entity, A Separate sheet shall be attached along with form showing Interest.

Mandatory Documents:

Documents required to be attached in case of appointment of Director:

• Declaration of the appointee director, managing director, in Form No. DIR-2 is mandatory to attach in case of appointment of a Director / Manager / Company Secretary / CEO / CFO.
• Interest in other entities of director it is mandatory to attach in case number of entities entered is more than one.
• Letter of Appointment Along with acceptation of Director is required.

Documents required to be attached in case of Resignation/Cessation of Director:

• Notice of resignation is mandatory to attach in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.
• Evidence of cessation is mandatory to attach in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.

Other Documents if required.

For Example in case of Change in designation from Additional Director to Director, it is advisable to Attach copy of Board Meeting & Extract of Minutes of AGM, where such change has been approved.

Format of some of the Mandatory Attachments is given below:

Notice of interest by director

 Dear Sir(s)

I, ______________ son/daughter/spouse of Sh. ______________ resident of ____________________________being a director in the company hereby give notice of my interest or concern in the following company or companies, bodies corporate, firms or other association of individuals:-

Date:

Place:

Signature:

LETTER OF APPOINTMENT ON LETTER HEAD OF COMPANY

Dated:-

To:

Mr./Mrs………………………………..

Address………………………………..

…………………………………………….

SUB:- APPOINTMENT AS ADDITIONAL DIRECTOR u/s 161 of the

Companies Act, 2013

Dear Sir,

I am pleased to confirm that the board of directors of the Company has appointed you as an Additional Director on the Board of Directors of the Company to hold office upto the date of the next Annual General Meeting of the Company Under Section 161 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013.

Role of the Board

The board’s role is to effectively represent, and promote the interests of shareholders with a view to adding long-term value to the Company’s shares. Having regard to its role, the board directs, and supervises the management of the business and affairs of the Company including, in particular:

• ensuring that the Company’s goals are clearly established, and that strategies are in place for achieving them;
• establishing policies for strengthening the performance of the Company including ensuring that management is proactively seeking to build the business through innovation, initiative, technology, new products and the development of its business capital;
• monitoring the performance of management;
• deciding on whatever steps are necessary to protect the Company’s financial position and the ability to meet its debts and other obligations when they fall due, and ensuring that such steps are taken;
• ensuring that the Company’s financial statements are true and fair and otherwise confirm with law;
• ensuring that the Company adheres to high standards of ethics and corporate behaviour; and
• ensuring that the Company has appropriate risk management/regulatory compliance policies in place.

All directors are expected to take decisions objectively in the interests of the Company. The board as a whole is collectively responsible for the success of the Company. All directors, whether non-executive or executive, have the same general legal responsibilities.

Timing and Location of Board Meetings, and Time Commitment

The board normally holds meetings as the occasion requires. Meetings usually take place at the Company’s registered office in _______(Name of the State). The duration of each meeting typically runs to half a day.

In addition to routine board meetings you should allow time for preparatory work and travel, and ensure that you are in a position to make the necessary overall time commitment.

Remuneration

The board determines the level of remuneration paid to its non-executive members within any limitations imposed by shareholders.

The Company will reimburse you for all direct and indirect expenses such as Phone calls, accommodation and traveling expenses, reasonably and properly incurred and documented.

Board and Individual Director Evaluation Processes

The performances of the board as a whole and individual directors are evaluated annually. If, in the meantime, there are any matters which cause you concern about your role you should discuss them with the Chairman of the board as soon as appropriate.

Outside Interests Including Directorships

It is accepted and acknowledged that you may have business interests other than those of the Company. You will disclose your concern or interest u/s 184 in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, by giving a notice in writing in Form MBP-1. The interests register is tabled at each directors’ meeting. Please ensure that the Company is kept informed of any changes to your interests so that the interests register can be maintained up to date.

Any director is, while holding office, at liberty to accept other board appointments so long as the appointment is not in conflict with the Company’s business and does not materially interfere with their performance as a director of the Company. All other appointments must first be discussed with the Chairman before being accepted.

Shareholdings by Directors in the Company

Directors are encouraged to hold shares in the Company. When buying or selling shares directors are expected to strictly observe the provisions of the Company’s Articles of Association and all relevant legislative and regulatory procedures.

Confidentiality

All information acquired during your appointment is confidential to the Company and should not be disclosed either during your appointment or following termination (by whatever means) to third parties except as permitted by law and with prior clearance from the Chairman.

We look forward to your association with us.

Thanking You,

For _____________- Private Limited

Name of Director/Chairman/Managing Director

Designation:

DIN No.:

Acknowledgement

I have read and agree to the above terms regarding my appointment as an Additional Director of the Company.

Name of Director/Chairman/Managing Director

DIN No.:

Date:

Format of a Board Resolution in case of appointment of Director

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

RESOLVED THAT pursuant to the provisions of section 167 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, (Mr./Ms. Director Name), who has signified his/her consent in the Form DIR-2 if appointed, to act as a Director of the Company, be and is hereby appointed as an additional director of the Company.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr_____________________, Director of the Company be and is hereby authorised to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns along with filing of necessary E-form with the Registrar of Companies.”

For (COMPANY NAME)

(Director Name)

Director Resignation Letter Format

Date, Month, Year

To,
The Chairman / Secretary
Company Name Private Limited
City, State, Pin Code

Subject: Resignation from the Office of Director of the Company

Dear Sir/Madam,

I hereby tender my resignation from the office of the Director of the Company Name Private Limited with immediate effect (or resignation date) and request that a notice of my resignation letter be given to the Registrar of Companies and the Board of Directors be informed at their next Board Meeting.

I thank the Board of Director for having given me the opportunity and assistance to discharge my duties during my tenure as Director of the Company.

I request you to please provide me an acknowledgement for receipt of the resignation and a copy of the e-Form DIR-12 filed with the Registrar of Companies to that effect for my reference and record.

Thanking You.

Yours faithfully,
DIRECTOR NAME

Acceptance Letter by the Company [On Letter Head of Company]

To,

Dated: ______.

Mr________________________ ,

____________________,

Address,

Subject: Acknowledgement of Resignation,

Dear Sir,

This has reference to your resignation letter dated ________. In this regard, please be informed that, the Board of Directors have approved your resignation w.e.f. ________, in the duly held Board meeting dated ________.

The Board sincerely appreciated your association with the Company and the support which you have rendered during your tenure.

Thanking you,

Yours Faithfully,

____________________PRIVATE LIMITED.

___________________.

(Director)

DIN: __________.

Board Resolution [On Letter Head of Company] in case of resignation of Director

Board Resolution for taking note of resignation CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF __________________ HELD ON _____________ AT 10.00 A.M. AT Registered Office H.NO: _____________________________

RESIGNATION OF Mr_______________________ AS DIRECTOR

“RESOLVED THAT resignation of Mr. _____________________ as Director, from the Board of Directors of the Company, be and is hereby accepted with effect from __________.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr___________________________, Director of the Company be and is hereby authorised to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns along with filing of necessary E-form with the Registrar of Companies.”

Certified True Copy

For _________________ PRIVATE LIMITED.

Date: _________,

Place : ___________.

(Director)

DIN: ___________.

You May Also Refer : Why it is important for a Resigning Director to File DIR-11

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