The Ministry of Corporate Affairs ( MCA ) has allowed filing of DIR-12 by ‘ACTIVE non-compliant’ company in some cases.
The MCA has notified the Companies (Incorporation) Eighth Amendment Rules, 2019 wherein Rule 25 A has been amended. Now, the ACTIVE non-compliant’ company can file e-form DIR-12 in case of appointment as well.
The 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.
According to Rule 18, A return containing the particulars of appointment of a director or key managerial personnel and changes therein shall be filed with the Registrar in Form DIR–12 along with such fee as may be provided in the Companies (Registration Offices and Fees) Rules, 2014 within thirty days of such appointment or change.
The amendment has substituted the following provision in the rules:
“(iii) DIR-12 (changes in Director except in case of:
(a) cessation of any director or
(b) appointment of directors in such company where the total number of directors is less than the minimum number provided in clause (a) of sub- ‘ section (1) of section 149 on account of disqualification of all or any of the director under section 164.
(c) appointment of any director in such company where DINs of all or any its director(s) have been deactivated.
(d) appointment of director(s) for implementation of the order passed by the Court or Tribunal or Appellate Tribunal under the provisions of this Act or under the Insolvency and Bankruptcy Coder, 201.6).”.
The amendment also inserted some changes regarding Shifting of registered office within the same State, i.e.,
In rule 28, after sub-rule (1), the following rules shall be inserted, namely.-
“(2) The Regional Director shall examine the application referred to in sub-rule (l) and the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of application complete in all respects.
(3) The certified copy of the order of the Regional Director, approving the alternation of memorandum for transfer of registered office company within the same State, shall be filed in Form No.INC-28 along with fee with the Registrar of State within thirty days from the date of receipt of the certified copy of the order.”.
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