Clarification relating to filing of e-form DIR-11 & DIR-12

General Circular N0.0312015




5th Floor, ‘A’ Wing Shastri Bhawan,

 Dr. R.P. Road,

New Delhi

Dated: 03rd March 2015




All Regional Directors,

All Registrars of Companies,

 All Stakeholders.

Subject: Clarification relating
to filing of e-form DIR-11 & DIR-12 under the Companies Act, 2013-


This Ministry has received
several representations about the difficulties faced by stakeholders due to
deactivation of Digital Signature Certificate (DSC) following en masse
resignation of all the directors of a company before appointment of new
directors in their places. The difficulty arises because of automatic
deactivation of DSC on filing of DIR-11 (Notice of resignation of a director to
the Registrar) by the resigned/resigning Director(s), and none of the new
Director’s details having been filed. As a result, form DIR-12 (Particulars of
appointment of directors and the key managerial personnel and the changes among
them) cannot be filed by a company due to lack of an authorized signatory

2. In order to enable the filing
of such e-forms and till an alternative mechanism is put in place in MCA21
system, it is clarified that the Registrar of Companies within their respective
jurisdictions are authorized, on request from the stakeholders, and after due
examination, to allow any one of the resigned director who was an authorized
signatory Director for the purpose of filing DIR-12 only along with additional
fees, as applicable and subject to compliance of other provisions of Company
Act, 2013.

3. This issue with the approval
of Secretary, MCA


Yours Faithfully,

(KMS Narayannan)

Assistance director


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