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Directors Resignation under Companies Act, 2013

February 8, 2018     by CS Samrish Bhanja

The resignation by a Director is not subject to acceptance by the Board. The resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later. (Section 168 of the Companies Act, 2013)

1. Directors intending to resign?

1.1 The Director intending to resign shall send notice in writing to the Company. They are to intimate the Registrar, about their resignation, by way of filing form DIR-11. However, MCA vide its notification dated 07.05.2018, have made Filling of DIR-11 optional in the hands of the Resigning director, but for disputed matters it is recommended that Directors should file DIR-11.

1.2 Non-Resident (NR) Directors: A NR Director can authorize specified persons to execute and file DIR-11 (form for informing the Regulator about his resignation). He need not file (and sign) himself.  A NR director may authorize a Company Secretary in practice or any other Resident director of the company to sign Form DIR-11 and file the form on his behalf (Rule 16 of Appointment & Qualifications of Directors Rules).

1.3 Liability of the resigning director: The director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.

2. Companies to do the following (after having received the resignation):

2.1 Take note of the resignation:

The Board to take note of the resignation. However, there is no prescribed timeline for taking note of the resignation.   The company can take note the resignation in its ensuing meeting. It is not necessary to hold a board meeting though. Per our understanding, it can be by way of Resolution by Circulation as well.

Read about Resolution by Circulation

You may also like to read about Meeting by Video conference

2.2 Duty to intimate Registrar:

The law has caste duty upon the Company to intimate the Registrar about the said resignation by way of filing form DIR-12. The following supporting documents shall be attached to the form DIR-12:

  • Notice of resignation
  • Evidence of cessation

The company shall file the said form within 30 days of the date of resignation along with the prescribed filing fees.

2.3 Compliance:

The company shall comply with Section 168 and Rules thereunder and additionally Section 175 (and Secretarial Standard SS-7 if the noting is done by way circular resolution).

3. Resignation by Managing Director

Resignation by a Managing Director is also not subject to acceptance by the Board. However, it primarily depends on the terms of appointment. There is an industry practice that the Managing Directors are appointed with terms mentioned in the resolution and powers clearly laid down in the form of a Power of Attorney.

Noting of resignation of Managing Director or whole-time director or Manager must be done in duly convened Board Meeting as per SS-7. Which means that noting of resignation cannot happen by way of Resolution by Circulation.


Related Link: All-directors-resigned-what-to-do



373 thoughts on “Directors Resignation under Companies Act, 2013


    1. It is valid to appoint a director in a meeting and accept the resignation of the other director in the same meeting. You are required to do it in a sequential order i.e. firstly appointment of the director and then resignation of the other director.

        1. The Director resigning from the Board may attend the Board Meeting, but the director being appointed cannot be present in the meeting as he is not a member of the Board.

  2. I need to file DIR-11 but as my director is disqualified his din is deactivated and hence cannot file dir-11. what to do in this case..??

    1. Since the Director is disqualified, his office as Director is automatically vacated in all the companies where he is Director pursuant to Section 167 of the Companies Act, 2013. Thus, the filing of DIR-11 is not required.

  3. Hi,
    I incorporated pvt ltd company in the year 2016 july. till this day company don’t have 1rs income. The company have two directors. Till this day ITR & ROC filings not done.I consulted CA and CS to.The balance sheet ready.CA is saying it has to be signed by both directors. But my friend(other director) is not in contact with me now.I called him and sent messages to him. but he’s not responding. Give me a solution, or is it acceptable if i only sign on all forms( I mean only one director signature) for ItR and ROC filing?I am holding a 90% share of the company.

    1. As per sec 134 of the Act, the financial statements are required to be signed by atleast two directors in case of private company.

      Since in your case you cannot contact the other director, you may appoint another director on the Board and then go ahead with filing.
      To know more on how to appoint a new director in your case, please follow the link given below:-


      Also, request you to seek professional advice in this matter.

    1. As per Companies Amendment Act 2017, filing of DIR-11 is optional now (not effective now, though). As the law stands now, DIR-11 is mandatory. It is only in case of Non-Resident Director, he / she may authorise any other Resident director of that co. or any practising CS in writing to sign and file DIR-11 on behalf of that director.

    2. Dear Sir,

      Thanks for answering the queries. You have been very helpful to the community.

      I have one question regarding the duties of the resigned director. A Private Limited has 2 directors “A” and “B”. Director “B” resigns by sending a written letter to the company and the other director “A”. Also, the DCR11 is uploaded in RoC. Date of resignation being 15th April 2015. The question is with respect to filing the returns for FY 2014-2015. The company hasnt appointed any new director yet. Is the director “B” who had resigned on 15th April 2015 liable to sign the returns along with Director “A” for FY 2014-2015 ?
      Thanks in advance for your guidance.

      1. One of the requirements of a private company is to have minimum 2 directors on their board. Also as per section 134 of the act, financial statements of a private company need to be signed by at least 2 directors. Now since in the given case, 1 director has resigned, it is the duty of the remaining director to appoint another director. So it is advisable to fill the vacancy first and then go ahead with the filing.

        Further it should be noted that a director who has resigned is liable for acts done during his tenure. Also, request you to go through the following article: https://www.bsamrishindia.com/all-directors-resigned-what-to-do/

  4. My query relating to resignation of director but witout his permission i.e company itself draft the resignation notice and sign the notice and file DIR-12 of resignation of director now what remedy is available to such director ?
    can that director go to NCLT and file petition?
    if yes then please share the draft format of the petition
    Please provide me the suitable solution for the above mentioned query

    1. In case of forgery, there may be criminal consequences. You may write a complaint to ROC against the company and/or take legal action under IPC (Indian Penal Code). It is advisable to take legal opinion from CS/lawyer nearby your place in this matter.

  5. A Pvt Ltd. Company in which there is 2 director, one of them died in the year 2016 but till today company did not filed any form related to death as well as new appointment.

    What steps should be taken?

    Please guide.

    1. As per Rule 18 of Co’s (Appointment & qualification of Directors) Rules, 2014, In case of any appointment/change in director, company need to intimate ROC by filing form DIR-12 along with prescribed fee within 30 days of appointment/change. The company has the option to file the said Form with ROC with payment of additional applicable filing fee.

  6. Sir, i paid booking amount for a flat with pvt ltd co. Now MCA does not show any directorship in company and the company has not filed their return since 2014.
    Now, is it possible that the directors have resigned by informing ROC? If they have not intimated, then I guess resignation is not valid. And even if they have intimated, can ROC allow resignation when minimum number of directors fall below the limit?

    I want to know if I can claim my amount from these directors who were present in the company when i invested my money and what is their liability?(since now they are not directors of the company anymore)

    I also want to abide by the law that if the company has not filed return for 3 yrs, their directors will be disqualified. is it possible? They are not currently the directors of this co. so can they be disqualified?


    1. Since the company has not filed since 2014 , the company might have been strike off. Hence to claim the amount from the company you first have to revive the company by filing a petition under section 252 to NCLT. If you can share the name of the company though mail, we will be able to share more information

  7. Sir, I am an employee in my office as a peon, and there make a director in xyz companies, now sir these companies has been scrutiny and my boss gone to appeal site. Now what I do sir, leave the work, or resign this company , because my boss is saying can not resign the company in the time of appeal.
    Sir, please advise need.

    1. Yes, a Director may resign from his Office at any time by giving a notice in writing to the Company. But please do bear in mind that the director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.

  8. Sir, I am director in xyz pvt. Ltd. But I want to resign this company, because company has been scrutiny, and now company gone to appeal site. so it is possible director resign in this time.

    1. Yes, a Director may resign from his Office at any time by giving a notice in writing to the Company. But please do bear in mind that the director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.

  9. A Director resigned from the company and filed DIR11 with the ROC. But, the company failed to file DIR 12 and consequently has also not filed any returns for a period of 3 years thereafter. Now, the Director who had resigned before the 3 year period is also disqualified u/s 164 (2) (a) of the Companies Act, 2013 as his/her name appears in the List of Directors of the defaulting company.

    Is there a recourse to remove the name of the director from the company based on the fact that the Director had already filed DIR11 well before the disqualification.

    1. As per the Provisions of section 168 of the Companies Act, 2013, The resigning director shall be required to file DIR-11 for intimation about his resignation with the ROC. The Company shall be required to file DIR-12 and the resigning director shall be considered liable for the Acts done during his tenure of Directorship. Therefore, as per our understanding you need to approach the ROC or you can also file a writ petition with High Court for removal of Disqualification.

  10. Case: I am one of the promoter director and share holder (14%) in Company ABC, also working full time in the company. Now want to resign from my full time working profile.
    Ques: Do I also need to leave / forgo my share in the Company?
    Ques: Can I start working in another company XYZ (full time) and also hold shares in company ABC.

    Advice needed.

    1. At the time of resignation you are not required to forgo your shares, being a director of a company and a shareholder of a company are two different concepts. If you resign from the directorship, you still can remain the shareholder of the company.
      Moreover, you can work in another company while holding the shares of some other company.

  11. Sir, kindly guide me through the most feasable options in the following senario :

    3 Directors in a Pvt Ltd Co.
    2 Directors plot a conspiracy and plan to remove the 3rd Director from the company.
    They create false Resolutions and AGM meetings documents for discussion removal of 3rd Director. They serve letters of intimation to the 3rd Director , but on the wrong address where he NEVER stayed from last 30 years.(They collected the POD themselves on the wrong address)
    In an EGM they finally call the removal of the 3rd Director and submit the resolution copy + DIR12 + POD copy of intimations served to the wrong address, stating that the 3rd director had received all notices but did not attend any meeting to be heard out.

    After the fraudlent removal conspiracy, they are now pressuring and making the 3rd Director sign wrong papers of property transfers of assets of the company and also extorting money claiming they will give him back his post.

    Please guide me through the most feasible options. My concious is 100% clear and i have been cheated, and im in bad shape now. Is there anyway i can get some immediate re-revocal of Directorship so i can defend my self and save my company assets.

  12. sir, I was additional director in a PVT LTD company for the period of 8 months, i resigned from the post filing DIR 11 & 12. My name does not appear on the MCA site after the resignation. During my tenure company has taken some loans as part of the business activities. I have not signed on any loan document except one. It is now more than a year after my resignation. I do not have any contact with the company since my resignation. Now I hear that company is defaulting on many loan cases. Do i carry any liabilities in such scenario, any legal issue for me even after a year after my resignation as additional director

    1. Apologies for not replying to your query sooner. Please find below the answer to your query:
      A Director is only liable for the acts which occurred during his tenure as a Director and not for the acts which occurred before his appointment or after his resignation. Even after the resignation, a show cause notice can be issued if the default involved occurred during the tenure as a Director.

  13. I am one of the Director out of 2 Directors of a Pvt. Ltd. Co. commenced in 2016. But no work done in the company , not even bank account opened and There are no financial liabilities on the company. And we are only two directors in company no other member in board not even any employee. Every month we are filling GST return as per Suggested by CA.
    I want to come out of the company but the other director is not co-operating in either surrender that company nor accepting my resignation. And my CA is saying until other director will accept your resignation you can’t get out of it. What could be the best way to get out of this.

    1. Apologies in delay for answering your question, please find the answer to your query as follows:
      As per the provisions of section 168 of the Companies Act, 2013:
      “A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar.
      Provided that the director shall also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in form DIR-11.”
      Further, resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later.

  14. In a private limited company out of two directors, one wants to resign. Is is possible to resign without appointment of new director?

    1. Where there are two directors in a private company and one of the directors resigns, it is quite essential that the continuing director must make efforts to appoint a director so as to bring the number of directors to statutory minimum ie minimum number of directors as prescribed by law. And in case of Private company minimum number is two.
      In a case where there just two directors in a private company and one them resigns then as per Section 174 (2) of the Companies Act, 2013, the continuing director can only act to appoint a new director or call general meeting and for no other purpose. This is extent of power with the remaining one continuing director. In such a case the remaining director should appoint one.
      Generally it is advisable to have a prospective director appointed first before giving effect to the resignation from the resigning director.

  15. Hi, our director has resigned since 2015 but was not advised to file Dir 11. Can we still file now and specify effective resignation as 2015 given that it has exceeded 270/300 days? What are the possible penalties?

    1. Yes, you can still file DIR-11. The resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later. [Section 168(2)]. At the moment, DIR-11 is not getting blocked for delay beyond 270 days.

  16. A Share Certificate of a Company is held by 2 Trustees of a Private Trust . Out 2 Trustees one Trustee has passed away last month. Can the share certificate be in one Trustee’s name. If we are adding the name of another Trustees in the Share Certificate, whether stamp duty is to be paid for the same?

    1. Actually we are not able to understand your query. Whether these shares are held jointly or individually by the trustees? Nonetheless you need to check with beneficial owner of the Trust in order to change the name on share certificates. Also, please do check the trust deed and you will get your answers.

    1. There is no restriction on taking note of the resignation of director in general meeting. However, if the terms of appointment of the director provides that resignation of director requires approval of the Board of Directors of the company, then it can be done through board meeting or RBC only.

  17. Kindly let me know what are the basic and moral responsibility of a Director. Since I have worked as a Branch Manager but they have inducted my name as a Director and they have not given my any appointment letter as a director. Let me know any capital contribution is a must for being a company director. They have not called me for a singel board meeting and they also not given any sitting fees a director.

    1. First of all, we would like to ask you whether this appointment was made with your consent. Every director has to give his consent under Form DIR-2 to act as a director. Also do they have access and permission to use your DSC. If the stated case is true and you have not received the confirmation from the company to act as the director then there are chances that they might be using your position and power unlawfully.
      We want to bring to your attention that a director is liable for the acts done during his tenure of the directorship. We wish to suggest you that if you feel that your position is being misutilised then you may resign from the position of directorship.
      As far as duties of the directors are concerned, Section 166 of Companies Act 2013 lists out the duties as below:-
      a. A director of a company shall act in good faith and exercise his duties with due and reasonable care, in the best interests of the company and its other stakeholders.
      b. Avoidance of conflict of interests.

  18. Sir, I worked in a finance company for the past 18 yrs and I have submitted my resignation in 2013 itself. But I have not filed any DIR 11 OR DIR 12. Now the management of the company informing i,e,after a gap of 3 yrs that they have not relieved me from the service. They have not given me an appointment letter as a director. I have also not signed any fd certificates which being issue to clients. Kindly let me know how to come out of this problem since I am facing lot of hardships in my life.

    1. As per sec 168(1) of Companies Act,2013 read with rule 15 and 16 of Companies (Appointment and Qualification of Directors) Rules, 2014, a Director may resign from his office by giving a notice in writing to the company and also required to forward a copy of the acknowledged resignation letter along with reasons to the Registrar within 30days from the date of resignation in form DIR 11.Further, the company shall intimate to the Registrar about such resignation in Form DIR-12 with in thirty days of receipt of notice of resignation from a director.
      As per sub-section (2) of section 168, the resignation of a director shall take effect from the date on which the notice is received by the company. In case of failure of the company to intimate the Registrar, as the director has already informed the Registrar of his resignation within time, the document would get registered in the records of the Registrar.
      It is advisable to file form DIR-11 for the resignation submitted in 2013 with the Registrar of Companies.

  19. We have filled DIR 11 to resign from a company in protest of wrong doings in company …
    Now Company is not filling my DIR 12 ,Because we have filled DIR 11 in protest.
    Is there any other way of filling DIR 12 , So that our name disappear from MCA website.

    1. Your liability comes to an end on the date of resignation from the Company, i.e., from the date mentioned in DIR-11. Generally, the date mentioned in the resignation letter is the effective date of resignation. Please make sure that if there is any such condition that your resignation will not be valid unless accepted by the Board, then the Board must have accepted your resignation letter, for it to be effective. Such a condition may arise by way of Articles of Association, Employment Agreement, etc.
      Further, it is the Company’s liability to file DIR-12. You are nowhere liable.

  20. Dear sir,

    I submitted my resignation to the company as a director and they are not taking any action on it. What options do I have? I have rhe necessary proof ready to file for dir 11.

    1. You can file DIR-11 along with resignation and reason of resignation to Registrar of the Company with in the period of 30 days from the date of resignation. ROC will add end date to your association with that company on the Master data. If Company doesn’t file DIR-12, then it will be default on the part of that Company and its officer. Your position will not be affected.

  21. If there are two directors in a section 8 company and if one directors resigns, whats the consequences? as theres an exemption of section 149(1) on section 8 companies.

  22. Dear SIr
    Three of us own a pvt lts company. The share holding is A- 35%, B-35% and C- 30%.
    A and B want to resign from their directorship. What will be the process? Will we have to wait till C appoints new directors. If A and B also are willing to give up their shares to C will that be possible? Can you please advice?

    1. As per Sec. 149 of Companies Act 2013, every private company shall have at least 2 Directors, In case where 2 out of 3 Directors wants to resign from Directorship then it is advisable that one new Director (say D) should be appointed before A and B resign.
      Secondly transfer of shares to C is possible but in any case Company should have minimum 2 shareholders, which is mandatory requirement under Companies Act 2013.

  23. Hi.. I am a director in pvt. ltd company consist of 02 directors only, the company is incorporated recently only & has not even started operationally, now I would like to resign from the directorship due some issues with other director, kindly advice the process.

    1. According to the Section 168 of companies Act 2013 and Rule 15 of Companies (Appointment and Qualification of Directors) Rules, 2014 the director who intend to resign shall send the notice to the company and the board in writing .
      The resignation will take effect from the date of notice or the date mentioned in the notice by the director. E-form DIR-11 is to be filed by the resigning Director along with the proof of resignation.

  24. Dear Sir,
    Please suggest if one director is missing then what will company do in following cases:-
    1. Treatment of all the liabilities pending in books as on DATE of FIR .
    2. Also can company deduct his notice period amount against his payable salary?
    3. what will do of his shares held.

    1. 1. As per the Section – 9, from the date of Incorporation, Company has perpetual succession which means that members may come and go or directors get change but organisation i.e. Company will exist. One more principle which we follow is that Company being legal entity is different from its members and management. All liabilities pending in books as on date of FIR will still exist in the books because those liabilities are of Company and not of directors. Director may be held liable for any wrong done by him during his tenure.
      2. We have to check the provisions of Articles of Association of the company and the letter of appointment/employment agreement (if any) between the company and such director.
      3. That shares will be held in his name only and subject to the Companies Act, 2013, A company can’t take any action w.r.t. share transfer or Buy Back or forfeiture of his shares suo-moto.
      Further, in case your company has only 2 directors (out of which one is missing) then the other director shall take necessary steps to call a General Meeting to appoint another director in the Company.

  25. Dear sir,

    We have a private company with 2 directors each havIng 50% shares. I am a resident Indian and the other director is a NRI. Now the other director is not contributing any business revenues and since he is abroad he is not involved in any day to day operations. He also refuses to resign as he can see the company growing but doesn’t want to work and doesn’t even reply to emails related to business decisions. What are ways I can either remove him.? Also can I start a new company and do business in that without informing him and resigning from the existing company?

    1. 1) Removal of Director:- As per Section 169 of Companies Act, 2013 Company can remove a director in the General Meeting through Ordinary Resolution before the expiry of the period of his office after giving him a reasonable opportunity of being heard and a new director to be appointed in place of the removed director. Besides this Articles of association can also outline number of circumstances under which a director can be removed or deemed to be removed.
      2) Start a new Company:- Once you set up a new company and become the director in that company then as per section 184 you need to disclose the change in interest at the board meeting of all the Co.’s where you are on the board, it will reflect on MCA that person having this DIN is a director in these many co.’s. If you intend to just be a promoter/shareholder in the new company then there will be no issue.

    1. You may attach PDF of the mail if it was through e-mail. If it was through courier, then you may attach the courier receipt. It depends on how the letter was sent. There is no specified format as such.

  26. One of my clinets is working as cs-kmp. She has given her resignation from cs mentioning with immediate effect. So far no response. there is no time period mentioned in appointment as cs. Employment letter says forty five days for termination of services from either side. She is ok to serve for the notice period but wants to resign as cs immediately i.e. date mentioned in the resignation letter. Can she do that and file forms with roc in advance. pl advise.

    1. In this case, Terms of appointment as written and accepted in the employment letter will prevail. her resignation and form filing with ROC should be done only after 45 days of serving notice. Resignation with immediate effect can be done only if both the parties, i.e. company as well as CS agrees upon it. It is decided in Chairman and Managing Director, India Airlines vs. Binod Kumar Sinha and ors. that “An employee when joins service is subject to certain terms and conditions of service and he cannot quit the employment without giving requisite notice to the employer. But what should be the duration of a reasonable notice in such circumstances is a matter to be decided in each case depending upon the exigencies, needs or necessities and the essentiality of the service concerned.

  27. Dear Sir
    There are two director in My PVT limited company. I have filled DIR11 for the date of effect of 16.05.2017 Company have still not filled DIR12 my name shown still on MCA web site. Plus I am only salaried director. I have not signed any documents like Directors as a Piece of paper as company required mimimum 2 directors. Not recd remunaration, Not attending any board resolution or not giving article & memorandum, not recd and giving me what is directors responsibility and not recd ant share or profit by the company. in short i am getting salary as a work not as a director and not getting 6 months salary and suffering High BP & Diabitese..already filed DIR11 pls help me what is my Responsibility after resignation and what to do if company not appoint ant director..

    1. Your responsibility has come to end if you have filed DIR-11 and you have proof of resignation i.e. acknowledgement received on the resignation letter or any other formal communication received by the Company evidencing your resignation then your liability has come to end from the date of your resignation. If Company doesn’t file DIR-12 or doesn’t appoint another director in order to meet the requirement of atleast 2 director in a private limited company then Company and the other director shall be liable for the penalties as prescribed in the Companies Act, 2013.

  28. One of the director resigned on 5th May 2017. Can he be held liable for finalisation of accounts as on 31st March, 2017

    1. As per the proviso of section 168 sub section 2 “the director who has resigned shall be liable even after his resignation for the offences/ Acts which occurred during his tenure”. Considering that if the Director is not associated with the company, on the date of finalisation of accounts (as finalisation generally takes place much later during the year) for the period ended 31.03.2017 he cannot be held liable for the same.

  29. sir I have recently resigned in a pvt Ltd company , my name is not showing in view signatory status in MCA website now ,company had taken OD of 10 Lakh from Icici Bank, it has been decided mutually between me and other director that after assessing assets and liability in the company that a contract is made by which after deposit a lump sum amount in company current account I shall be not held liable in any case of recovery of pmt. from any creditor , ICICI bank ,IT or sales tax deptt. they will settle it themselves does this contract protect me in the event of any recovery of payment from these authorities and bank please suggest.

    1. As you have resigned from the post of Directorship and your name was not appearing on the MCA portal, you are not Liable for the Acts/ Offences occurred after your tenure in the Capacity of Director. For better understanding on the liability of a Director, you may go through the provisions of Section 149(12) of the Companies Act, 2013.

  30. Sir pls tell me whether oral resignation u/s 168 is valid or can director resign by oral means.?

    1. Section 168 clearly states that the director may resign by giving a notice in writing. therefore, oral resignation is not a valid means of resignation by a director of the Company.

  31. Plz guide, whether it is mandatory for the director to return the shares in case of his resignation from directorship of that company?

  32. sir,
    In limited co. 3director required one director is resigned and the co. is windup under FTE is there any requirement to appoint any director or what r the liabilities and duties

  33. Please advice,
    A pvt ltd CO. has 2 directors, Mr. X and Mr. Y. Another director Mr Z. appointed as third director.
    Now Mr. Y wants to resign and transfer his share to Mr. Z.
    Please advice Whether resignation of Mr. Y will take place first or transfer of share of Mr, Y to Mr. Z.

    1. As per the Companies Act, 2013, in the given case, director may prefer any of the two ways, either give resignation first or transfer his shares first. There is no restriction in the Companies Act for the same.

  34. Dear sir/madam,

    in my company two director file dir-11. when i am filing dir- 12 for appointing new director it shows “din is not associate with this cin.” How we appoint new director?

    1. Yes, you will attract penalty as per section Section 448. Save as otherwise provided in this Act, if in any return, report, certificate, financial statement, prospectus, statement or other document required by, or for, the purposes of any of the provisions of this Act or the rules made thereunder, any person makes a statement,
      (a) which is false in any material particulars, knowing it to be false; or
      (b) which omits any material fact, knowing it to be material, he shall be liable under section 447.

  35. Hello ,can u advice
    Two directors of one company are as below A-92% share B- 2% share
    if A has included other person C and D as a director in company but after 5-6 yrs its came in B knowledge and he found that other person made his sign on Resolution pass for including C as a director. it was not his sign . Form-32 has filed with CA dsc(one of my friend) B has many issue with MD A that business is carrying without his consent . this issue can effect CA also, as he was also not aware regarding this.

  36. Dear Sir/Madam,
    In the Private limited Company, A & B are directors, so, C is appointing director and B is outgoing or resignation director ,
    can we file PAS 3 and DIR 12 for these changes,

    1. In this case for the appointment of director C, company needs to file DIR-12 with ROC within 30 days of appointment along with DIR -2 for his/her consent to act as director, DIR-8 that he/she is not disqualified to be director of company.
      For the outgoing or resigned director DIR-12 is required to be filed with ROC within 30 days of resignation. The Director resigning is required to file DIR-11.
      PAS-3 is meant for Return of allotment. Thus, in this situation the company don’t need to file PAS-3.

  37. Sir, a company was public limited in 2014, there were 3 directors (A,B,C). B resigned from the Directorship on in July 2014 & he aslo filed his DIR-11 with ROC but his resignation was not accepted by the Company as the status of the company wud hav changed from public to private. In november 2014 another Director D was appointed & C resigned. B’s status still showing Director. Now Company converted into private in may 2015, one Add Director appointed in 2016. At present there are 4 Directors on MCA including B. Now the Company wants B to resign in November 2016. What is the solution now for rectifying the directorship in company.

  38. Sir, in a private company, there were two directors and both resigned their directorship. Now how can we appoint new directors as we can’t conduct board meeting and if directors are appointed through general meeting, then DIR-12 can’t be filed without director’s DSC. Please suggest.

    1. As per section 168 (3) of Companies Act,2013 Where all the directors of a company resign from their offices, or vacate their offices under section 167, the promoter or, in his absence, the Central Government shall appoint the required number of directors who shall hold office till the directors are appointed by the company in general meeting

      In order to enable the filling of such foam an alteration mechanism is put in place in MCA 21 system its clearified that ROC within their respective jurisdiction are authorized on request of shareholders to allow any one of the resigned director who was authorized signatory director for the purpose of filling DIR-12 only along with additional fee as applicable subject to compliance of companies act,2013

    2. Sir I have a pvt ltd company where two directors,where one director is going to resign and one the same day another director is going to appoint .What are the compliance as per company act 2013 & in ROC in all and can we pass both matters in single board resolution ?

      1. Resolution for appointment of director shall be passed separately and take note of the resignation of director separately. If the director has already resigned before the Board Meeting, then you can conduct the Board Meeting for appointment of additional director under section 174(2) of the Companies Act, 2013 as the number of directors will fall below the minimum statutory requirement. The company is also required to file form DIR-12 for appointment and resignation of director within the stipulated time limit of 30 days.

    1. As per section 203 of companies Act,2013 along with rule 8 of companies (Appointment and Remuneration of Managerial person) Rules 2014 CFO & CS shall not be same person different individual are required to hold this positions. BUT a company on which section 203 & rule 8 of companies (Appointment and Remuneration of Managerial person) Rules 2014 not apply can appoint one person as its CFO as well CS.

  39. In a private company have 2 directors. One director not come office and another director appoints son a director. DIR 12 filed with MCA.
    What is the legal validity off his son as director? How to rectify the appointment of his son?

  40. in the situation where DIR 12 is filed stating the date of resignation wrong, then what could be done to change or rectify it?

  41. Sir,
    I am a Manager of a Public Limited company without share capital. Please let me know some “Special Reasons” for seeking extension of time to hold AGM with ROC.

    I shall ever remain grateful to you.



    1. Special reasons for extension of AGM are appended below:-
      1. Joint Venture / Merger/Acquisition pending
      2. Delay in preparation of financial statementsas voucher& other documents are under the custody of income tax, ST, VAT, etc.
      3. Any other reason beyond control such as natural calamity or any disaster, etc.
      It may please be noted that ROC should be approached before the due date of the AGM.

  42. Hi

    In a pvt ltd co, with 3 directors, 2 directors have resigned, and MCA website shows the resigned status. However, the resigned directors (one of which was an executive director) still own 25% shares each of the company.

    The co has appointed an additional director.

    Are the ex directors liable in any way, as they still own the shares..?

    How can they transfer/sell/dispose off their shares?

    Thanks in advance for your reply.


    1. The directors who resigned shall always remain liable for the acts done during the tenure of his directorship. They can transfer/sell/dispose off their shares normally as is done in case of a private company, i.e., they will have to offer their shares first to the existing shareholders of the company.

    2. Sir,
      There are three directors in the company, as per companies act, minimum 2 directors in the pv. ltd. co. As per your query, we should appoint one additional director before the resignation of directors. And then, resigning director still in the status off company shareholder who holds 25% shares in the company. In case of 25% of shares to resident individual/company, you need to prepare the Share Transfer Form SH-4. In case transfer to non-resident individual / company, you need to file the form FC-TRS to RBI.

      1. Yes, FC-TRS need to file with in 60 days from the date of receipt of consideration to AD category -1 along with necessary document such as
        a. extract of share purchase agreement,
        b. No-Objection /tax clearance certificate from C.A & Income tax authority
        c. Power of attorney;
        d. Approval letter RBI/FIPB;
        e. Declaration from NRI buyer to effect that he is eligible to acquire share/convertible preference share;
        f. Certificate indicate fair value of share from charted Accountant /Merchant banker regd with sebi ;

  43. Dear Sir,

    I have a query.In dir-12 , proof of cessation in case of death of director is required as death certificate.But in case thats not available , what can be done?

    1. In case of Death of a Director, Company will file the e-form DIR-12 with specifying the reason ‘Death of the person’. In case there is no evidence with the Company, the remaining Directors on the Board will authenticate about the person’s death & sign the same by the Board.
      Date of Cessation should be the date entered while disabling DIN, so the Company can use DIR-5 also as evidence of cessation.

  44. Sir,
    I have one query that if in private company one of the Non-Executive Director is resigning. Now is it compulsory to have DSC for filing Resignation for the Non-Executive Director? Is any other option available with Non Executive director to file Resignation without DSC.
    Thank you for your valuable advise.

    1. In case a Resident Director wants to resign, then for filling his resignation in form DIR-11 (liability of resigning Director), he must have DSC whether Executive or Non-Executive Director.
      But in case of Foreign Nationals, as per notification dated 19.01.2015 rule 15 of The Companies (Appointment and Qualification of Directors) Rules, 2014, says that a Company has already filed form DIR-12 with the Registrar, a foreign Director of such Company resigning from his office may authorize in writing a PCA or PCS or cost accountant in practice or any other resident director of the company to sign DIR-11 & file the same along with reason for his resignation.

  45. hello sir,
    a company has two directors. one of them has resigned on 16/04/2016 and filed form 11 also. but company has not files form 12 till date as it has still not appointed new director. now my question is:
    1 whether resignation of director valid?
    2 how one director company can be valid?
    3 can company as on today appoint a new director and accept resignation of old director?
    4 how much is the penalty for late filing of form 12?

    1. 1. Yes, resignation of director is valid from the date specified in the resignation letter and if no date is specified then the date of receipt of resignation letter by the company.

      2. As per Section 174, if at any time the number of directors fall below the minimum required then the director has 2 options:
      A) Convene a Board Meeting and appoint the number of additional directors required to achieve the minimum number of directors; or
      B) Convene a General Meeting and appoint the directors.

      3. Yes, the company as on today can appoint a new director and accept resignation of old director.

      4. The company and every officer in default shall be punishable with fine which shall not be less than Rs. 50,000 but which may extend to Rs. 5,00,000.
      Additional filing fees

      Period of delays All forms
      Up to 30 days 2 times of normal fees
      More than 30 days and up to 60 days 4 times of normal fees
      More than 60 days and up to 90 days 6 times of normal fees
      More than 90 days and up to 180 days 10 times of normal fees
      More than 180 days 12 times of normal fees

      for further information, please refer All Directors resigned; what to do?

  46. If a director has resigned from company with two directors, new director has been appointment from the same date, however information hasn’t been sent to ROC or revised Form 32 hasn’t been obtained can it be done now. How long can revised Form 32 be obtained after resignation of one director and induction of another…

  47. Dear Sir

    I wanted your take on this. A whole time Director and Vice Chairman of a huge Real Estate conglomerate has resigned. Since it is a family dominated business, the fate of some 20000 flats comes at risk.

    Do we have any grounds to take a stay

  48. sir my question is.
    if a director resigns from the company and forwarded its copy of resignation to company and roc. however company has not filed the relevent form to roc. sir what will be the status of director in the company

    1. Once director has filed his resignation letter with the company and DIR-11 with the ROC, after that he would not be considered as director in the company he is not liable for any business post his resignation whether company files any documents with ROC or not. However, the Director continues to be responsible for the period during which he was the Director.

  49. Hello Samrish,

    If a director of Private Limited Company resigns in writing, and the company secretary files the same with the ROC more than a year later (485 days), and the said director desires to continue to remain as director, can he continue to do so?

    Your advise is much appreciated.



  50. Sir/mam,

    Please solve this query.
    if two director in the Company one of them want to resign.so one director hold baord meeting for approved this resign.what procedue required for this.

  51. Kindly guide in the following case.

    Public Company – 3 Director,
    One day, the company and all directors received demand notice from the banks. Among them one directors does not know any thing about management of the company.
    Meanwhile, the one director resigns from the directorship.
    Now, banks and other financial institutions sending notices to the company and all directors including director who resigned regarding Will full Defaulters.
    This case is pending @DRT
    Now, what to do in favour of the director who resigned…???

    Any ways to save the director from personal liability.???

    Thanking you

    1. • The facts, are not sufficient as given, you should go for an expert opinion.
      • Independent directors can ask for remedies available under sub section 12 of section 149.
      • Director can’t be made liable for the act done after filing DIR-11.

  52. if the share holders shares are wrongly shown in an annual return of 2007 but the transfer entry is correctly shown in that AR OF 2007, THEN IS SUCH AN ANNUAL RETURN CONSIDERED VALID OR INVALID?

  53. Director has filed DIR 11. But the company is not filing DIR 12. As such, the name of the Director is still appearing as Director on the MCA website. Please advise, how the name of the resigned Director can be removed from the MCA details. Regards.

    1. Director may resign on his own by giving a notice to the Company and by filling form DIR-11 to Registrar, intimation by filling form DIR-12 is the responsibility of the Company and Ministry will update the status after receiving the intimation from the Company. Signatory details will not be update till DIR-12 is filed by the Company.

      1. DearSir, the query is just related to my case your reply too. Still I need to have a clarification as I have submitted and uploaded NY resignation with ROC by giling DIR11 6 months ago but still the DIR 12 not filed. But the director intentionally hold me for putting the liabilities. Now he hinting me that since still myself is signatory as he did not file DIR12. In this case what further I can do l? Please advise.

        1. As per sec 168(2) of companies Act 2013 the resignation of director shall take affect from the date notice is received by company or any date if any specified by director in notice which ever is later. You have filed DIR-11 and this is sufficient enough. You are only liable for the acts done during your tenure.

    2. What remedies available to pvt company in case one director did cash fraud and resigned by filling or will filled DIR 11 with MCA

    3. DearSir, the query is just related to my case your reply too. Still I need to have a clarification as I have submitted and uploaded my resignation with ROC by filing DIR11 6 months ago but still the DIR 12 not filed. The other director intentionally holding me for putting me with the liabilities. Now he is hinting me that still myself is signatory as he did not file DIR12. In this case what further I can do l? Please advise.

      1. As per sec 168(2) of companies Act 2013 the resignation of director shall take affect from the date notice is received by company or any date if any specified by director in notice which ever is later. You have filed DIR-11 and this is sufficient enough. You are only liable for the acts done during your tenure.

  54. Please clarify whether a Board Meeting needs to be mandatorily convened within 30 days from the effective date of resignation by a Director? Can the Company file DIR-12 within 30 days from the effective date convene the Board Meeting later for taking note of the resignation? Also clarify what would be the attachment for Evidence of Cessation in Form DIR-12 other than Board Resolution in case the company convenes Board Meeting beyond 30 days from the date of receipt of notice.

    1. Director who has resigned shall forward a copy of resignation letter to the Registrar within 30 days of filling DIR-11. Company is responsible to file DIR-12 from the date of receiving intimation or the effective date mentioned in the letter whichever is later.
      A Company can take note of the resignation in its next Board Meeting either before filing or after filing. Evidence of cessation would be the acknowledgment of resignation letter.

  55. is it possible to resign a director with back date effect from 14th april 2014, if the AGM for the year 2014 has been held

  56. I am working in a public company having paid up capital of 5.75 crores do I need to file MR1 or only DIR 12?

    1. As per Ministry of Corporate Affairs has notified Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 ( F. No. 1/5/2013 CL-V dated 30th June 2016 issued by MCA) which shall come into force from the date of their publication in the Official Gazette. The amended rules have omitted the requirement of filing Form MR-1 for the appointment of Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO).Consequently, MCA has also revised Form MR-1(Return of appointment of MD/WTD/Manager).

  57. Sir,in a foreign company, There is only one resident director and he also resigned from his office….then in what time period resident director to needs to be appointed??

  58. Sir, what can be the solution if 8 yrs ago a company was took over and the directors of transferor company shall stand resigned. But now the case is, transferee company hadnt filed the form indicating resignation of such director and the name still exists as director in companies signatory details. We do not have any dsc of such director and want to show him resigned from his directorship. Is there amy way we can resign him or vacate him from his directorship after such years? if yes, then what we need to do and which forms should we upload?

  59. I opened up a company on 23 jun 15, in which I resigned on 8 dec 15 and filled form DIR11 with in the prescribed time. There were only two directors in company and other person is not conducting any business and this company has no transactions in bank account. But I have paid Expenses of this company before its registration from my personal bank account. I want to know that the company has not filled DIR 12 neither its operating any business . Am I liable for the Income tax return part or not. We had Pan and Tin registration of company. What liabilities I have to bare with this.?

    1. After filing of DIR-11 Director considered as resigned from the Company. As now filing of income tax return is the responsibility of the Company.
      But resigning Director cannot relieve himself of the liability incurred by the company during his tenure as the Director of the Company.

  60. I am one of the Directors out of 2 Directors of a Pvt. Ltd. Co. I am holding 50% shares and the other Director is holding 50% shares. There are financial liabilities on the company; however there are no government/ statutory/ tax/ bank/ legal liabilities.
    I want to come out of the company but the other director is not co-operating in either appointment of another director or acquisition of the company. Also, I am not getting anybody to buy my shares.
    The other director is quite aged and not keeping good health. I want to quit before anything happens to him even if I have to bear 50% liabilities. Please advise.

    1. A Director may resign from his office by giving a notice in writing to the Company and file DIR-11 with ROC. But the resigning Director cannot rid himself of his liability which occurred during his tenure as a Director of the Company.

  61. Can a Company secretary of a public company having paid up capital around Rs. 7cr affix its DSC on the e-form without filing of form DIR-12 for his appointment to MCA.

    1. As per Companies Act, 2013, Companies having paid up capital of Rs. 5 Crore or more has to be mandatorily have a Company Secretary in whole time employment.
      Till DIR-12 for his/her appointment is filed, MCA will not accept a form with his signatures.

  62. If director has already sent his resignation notice to the registered office of the company but no one is present to receive such notice till date..and director has filed DIR 11 with ROC and effective date of resignation is 23/12/2015..his name is on directors list of compnay..then what should he do for making his resignation valid?

  63. We have filed DIR-12 for appointment and resignation of director in one of our company but mistakenly we have filled the wrong date in the form DIR-12 and the form is being approved as it is STP form, kindly revert back with a solution to rectify the same.

  64. suppose mr.a is appointed as a MD for a period of 5 years
    after 3 years he resigned as he didn’t wanna continue
    will Mr.A directorship still continue.

  65. Can the MD (80% share holding) resign using form 11 when the company has only one other director in the company?

  66. Dear Sir.
    My Query is that if a executive director is appointed (Not an MD or WTD)then in that case does MR-1 needs to be filed with ROC or not? Kindly suggest

  67. Sir,
    One of the Directors gave his resignation letter to the company in 2010 stating that his resignation be accepted from immediate effect.
    Company has not filed Form 32 regarding his resignation.
    Can the Director file Form DIR-11 under Companies Act, 2013?
    Also If DIR-11 is not required, then is the Director responsible for any acts of the Company as his name still appears in the MCA Signatory Details?

    1. Yes, DIR-11 can be filed. However, you need not file DIR-11 and director will not be responsible for any act done by the company after he has tendered his resignation. Further, it is advised to keep proof of delivery of resignation letter.


    1. A new Director can be appointed by the promoter of the company or in promoters absence by the Central Government, till the time being directors can be appointed in the general meeting.
      For filing DIR-12, MCA issued a clarification vide General Circular No. 3/2015 dated 3rd March, 2015. MCA clarified that in such cases, the ROC may allow any one of the resigned director (who was an authorised signatory of the Company) to file the eform as applicable and subject to the compliance of other provisions of Companies Act, 2013.
      For more information, please refer to the blog All Director resigned; what to do?

  69. Sir, I’m working in a company and one of the director of the company is not signing on the resignation letter , So what are the alternative available to the company and its chief managing director..?

    1. Director can be removed through removal U/S 169 of Co Act, 2013.
      According to the section, company can remove a director before the tenure of his office by passing an ordinary resolution in general Meeting, (unless he has been appointed under section 242, 163). Special notice is required under this section to call the general meeting. Such director is entitled to attend the general meeting and is eligible to be heard on the resolution at the meeting.

      1. I fail to understand that if a person dies, then how and who will sign his resignation letter unless and untill any supernatural power do exists with that person

    1. Annual Return is required to be signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice. Mere inclusion of name in Annual Return does not imply a person is a director.

    1. In case of a non-resident director, copy of passport is required as attachment. If the passport does not include residential address, then a proof of residence appostiled by competent authority will also be required.

    1. Any two Members of the company may call an Extra-Ordinary General Meeting and elect the directors to form the board. A technical drawback will occur at the time of filing DIR 12 which requires insertion of DSC and particularly when there is no old / existing director having DSC. For this query/ request can be sent to MCS for consideration.

      1. Dear Sir/Madam,
        I work for a Pvt Ltd Co. both the Directors have resigned and have fied the DIR 11 by themselves. Now if the Company wants to appoint new Directors prior to their resignation, can the DSC of the resigned Directors be used for filing DIR 12. If not, then what are the options available to the company for appointing new Directors and filing their DIR 12?

        1. MCA issued a clarification in this regard vide General Circular No. 3/2015 dated 3rd March, 2015. MCA clarified that in such cases, the ROC may allow any one of the resigned director (who was an authorised signatory of the Company) to file the eform as applicable and subject to the compliance of other provisions of Companies Act, 2013.
          For more information please refer the blog All Directors resigned; What to do?

  70. ‘A’ was appointed as Company Secretary (KMP) in this Company. DIR 12 filed. Thereafter, the said CS has tendered resignation through email addresed to Directors. Subsequently, has also sent a letter to the Directors, requesting compliance with the ROC in respect of Resignation. Directors are adamant and are not inclined to relieve the CS. In MCA master data, the name of the CS is still reflecting. Now, four months have lapsed, the Company has not filed any Form with the ROC to effectuate the resignation of the CS. WHAT ARE THE REMEDIES AVAILABLE TO THE COMPANY SECRETARY? PLASE GUIDE.

  71. Dear sir
    There is a co with 2 promoter directors. A & B director own 40% shares each while remaining 20% shares are held by father of B director. There were internal conflicts among the directors post which B director surrendered his resignation to company 2 yrs back and had also informed ROC abt it via letter.A director did not accept the resignation and the form 32 was however not filed.Now A director is being sent notices by RoC for not having filed form 32 then of B director. How can director A save himself as there are many pending liabilities of the company which B wanted to get rid off and had hence tendered resignation???? What is the protection to A?

    1. According to the provisions of companies act, a Director can resign from the Board by giving a notice in writing to the Company. Company is under the obligation to intimate the registrar and file E-form DIR-12/ E-form 32.

      Resigned director cannot deny from the liabilities which were incurred during the period of his tenure.

  72. My query is that:
    Company was incorporated in 2010 and with the commencement of 2013 Act it is required to appoint CFO. But Till date CFO is not appointed So, please tell me how to appoint CFO and required last date of appointment.So, we can avoid penalty.

    1. The compliance was required within six months of the commencement of the Act. Non-compliance entails penalty which may extend to Rs. 5 lacs on the company. On every director/KMP in default fine may extend to Rs. 50,000/- and where the contravention is a continuing one, with a further fine which may extend to Rs. 1,000/- for every day after the first during which the contravention continues. CFO is to be appointed in a Board meeting, the board resolution shall contain the terms and conditions of his appointment as CFO including the remuneration to be paid, tenure etc. Necessary forms to be filed are MGT-14, DIR-12 and MR-1.

  73. Dear Sir,

    We are a Pvt Co in This We have two Directors now we want to Convert one Director in it as Nominee Director of the Shareholder who have Invested the Money in the Company. So Can we do So request you to please suggest the Procedure.

  74. Hello, I wish to know what are the filings for appointment of CEO in a Section 8 company. The Company is formed in 2001 and CEO is also appointed at time. During annual filing of 2015 the mention of KMP was made and thus MGT-7 could not process without filing DIR-12 and MR-1. Do i need to file MGT-14 too.
    The appointment was done in 2000 and the Comapny (Sec8) started in 2001. Please guide.

  75. My query is that if there is a vacation of office of Director under Section 167(1)(b)of Companies Act 2013 so which resolution is required and if we vacate of office on 25/03/2015 then which period should be applicable 12 months or 3 months

    1. Please rephrase your question. Do you mean to ask whether a company secretary is liable for acts done during his tenure even though he has resigned at a later stage?

      If that is the question, then yes a company secretary is liable to acts done during his tenure even if he has resigned on a later stage.

  76. my query is that at the time of incorporation, in form DIR 12 the particulars are misstated on the basis of which in signatory details wrong person’s name is appeared. How can i rectified it?

  77. If I have resigned by giving a notice to the managing director and have not send any notice to the registrar of the company and the managing director have not forwarded my resignation to the ROC in d mean while the company closed its working by bcoz it its licence have expired now the customers of the company have filed complaint against the company and I have been called upon to face the court ,,, what are my liabilities towards the customers who have filed the complaint,, as I have resigned from the directorship before the the expiration of its licence ,, I never attended any meeting , nor withdrawn any amount frm the account of the company,, never sign any company document ,, I was made director with malafied intentions,, I was director only for three months…all this happened in 1998 before the resent amendments were made in the procedure of resigning from directorship ,, the company is a financial company
    Please help ….I need ur sugestions n xpert advice

    1. A director’s liability in a company only ceases when the relevant form (Form 32) notifying his resignation to the ROC is filed. Till the time the form is filed, you will remain a director in the eyes of the public. You can only rely on the resignation notice sent by you to the company and the receiving, if any given by the company for the same.

  78. Dear Sir,
    I along with another person was Director in a Pvt Ltd company – both of us resigned sometime in Oct 2014 as the Directors of other Group Companies were supposed to assign Directors for this Company. As they did not – we filed DR 11 w.e.f from our actual date of resignation (Oct 2014) along with necessary late fees to ROC in April’15. Hence do let us know whether we are liable to file Annual Return as per Companies Act for 2014-15 which is due in Sept 2015.

    In addition what is the process for the company to file DR 12.


    1. The annual return to be filed in as on September, 2014 will include your names as Directors as your resignation was at a later stage. So you are liable to file the annual return of the company. As far as process of DIR-12 is concerned, your resignation notices and evidence of cessation must be attached with the form.

  79. After resignation of a Qualified Company Secretary,what are the formalities to be complied with MCA, as per Companies Act, 2013. Kindly mail the reply.

    1. After resignation of Company Secretary, Form DIR-12 has to be filed for resignation and Form MGT-14 must be filed to notify the removal of KMP in case the CS was a KMP in the company.

  80. A company having 2 directors , out of which onw wants to resign . According to Sec 149 , a Co shall have minimum 2 directors for a pvt.company .
    The company decides to appoint one director . what should the whole procedure regarding appointment and resignation .

    1. The new Director shall be appointed on or before the date of resignation of the old Director. The company is then required to file Form DIR-12 for notifying both the appointment as well as the resignation of both directors through the same form.

    1. Since there is no specific penalty for not filing MR-1, it would be governed under Section 450 of Companies ACt, 2013 where every officer in default and the company may be liable to an amount extending to Rs. 10,000 and where the offence is a continuing one, a fine extending to Rs. 1,000 for every day after the first during which the contravention continues.

  81. we appoint the person in the same board meeting as additional and WTD which is subject to the approval of shareholders in the AGM, So if we file Dir-12 within 30 days of BM then what will be the situation if shareholders doesn’t approve.

    1. If the shareholders do not approve the appointment of a particular Director then his office will deemed to have been vacated under Section 167 (1)(g) of Companies Act, 2013 and Form DIR-12 must be filed for his cessation.

  82. If we want to appoint a person as additional and whole time director in the BM held before AGM the dir-12 relating to WTD will be filed after BM OR AGM.

    Beacuse i am in confusion that after BM if we file Form as an additional director then when we file the dir-12 for WTD for the same person after BM or AGM.

    If it is after BM then we have to file two Dir-12 for the same person with same date.

    1. If the appointment of the Additional Director and Whole Time Director are done on the same date, then DIR -12 will be filed for both events with the same date. However the first DIR-12 will be filed for appointment as Additional Director while the second DIR-12 will be filed for change in designation. The DIR-12 for appointment as WTD can be filed before AGM if his appointment as WTD is before AGM date.

  83. Sir,
    1) kindly let me know that if a director is removed by the shareholder in EGM by giving a special notice to tha company , then what are the documents we have to attach in DIR-12. 2) A Representation is received from a director who is going to be removed, kindly help me with its format.

    1. 1) A director being removed by shareholders in EGM by giving special notice to the company. The attachments with DIR-12 are:
      • Copy of Notice
      • Evidence of cessation i.e. copy of Ordinary resolution for Director Removal.
      2) There is no prescribed format for this

  84. In a private limited liability company of four directors with equal shares of 25%, one director resigns because of irreconcilable differences. What do we do with his shares as he has refused to come to the table for discussions? Note the other 3 directors are still together and he never paid anything for his shares. He was a signatory to the company’s account and has taken a letter from a lawyer,not a court order,to stop the other 3 directors from doing bank transactions and the bank has honoured it. What can be done under the circumstances? Pls would also like to get the answer in my e mail; samielazer@yahoo.com. Thanks

  85. Dear Sir,

    I was the cofounder (2 director company) of a private limited company incorporated in 2014. I resigned and my resignation was accepted in writing by the other director in Apr. 2015. I duly filed the DIR 11 which is also appearing on MCA site. Ever after 45 days of resignation, the company has not filed DIR 12 and continues to tell the lenders that I am still associated with the company.
    Kindly advise what can I do so that my name is removed as director on MCA website. Can i lodge a complaint against the company with MCA.



    1. All your liabilities and responsibilities cease from the date of your filing Form DIR-11. Even though the company still associates your name with themselves, it is they who are misleading the public.

      You are not required to take any further actions as legally speaking as you are no longer a Director of the company and no liabilities can ever arise for you after your cessation in spite of the misrepresentation of the company.

      1. Dear Sir,
        Thank you for the reply and sorry for late acknowledgment.

        Is there any way of my name getting removed from MCA site as the company is not filing DIR 12.



        1. Your name will be removed from the signatories list on MCA only after the company files DIR-12. However, you can file DIR-11 from your side which will ensure that your liability from the post of Directorship will cease to exist from the date mentioned in form DIR-11.

  86. in a company – two directors were there and one of the two director passed away
    how to notify the MCA and what procedure tom follow for new appointment

    1. To notify the cessation of the old Director, you will have to file DIR-12 and again to appoint a new Director, DIR-12 will be required to be filed.

  87. Sir,
    I was a Director of a company between Dec’2008 and Aug’2009. I sent my resignation via e-mail to the Promoter, Director and Legal Advisor of the company. During this period was there the need to file DIR-11.

  88. Hi,
    A listed co. has filed DIR 12 for resignation of the CS with a wrong date. What is the remedy available with the cs. Please guide.

  89. Dear Sir

    My query is regarding of appointment of company secretary in a private limited company having a paid up capital above 5 crores ,whether cs will be included in the defination of KMP in the case of Private Limited company as KMP defination applies to Listed company & Public limited company having a paid up capital of 10 crores or above.Kindly advise which other forms(MGT-14/ MR-1) are required to file apart from DIR-12 with regard to appointment of CS in a private limited company & can appointment of cs be done by way of passing circular resolution?

    1. According to Rule 3 of ‘The Companies Appointment and Remuneration of Managerial Personnel, Rules 2014 a company shall file a return of appointment of a, Company Secretary within sixty days of the appointment, with the Registrar in Form No. MR-1 .

      So Company is required to file MR-1 apart from DIR-12 with regard to appointment of CS in a private limited company. Company is not required to file MGT-14 as appointment of CS in a private company is not covered under KMP definition.

      As per the rule 8 of Companies (Meeting of Board and its power) rules, 2014 Companies cannot appointment a KMP by way of passing circular resolution and as appointment of CS is not covered under the definition of KMP so a Company can appoint CS by way of passing circular resolution.

      1. Thanks a lot Sonal

        I am still confused that if CS is not a KMP in case of pvt.ltd co. as you described then how can we file Form MR- 1 which is for Return of appointment of
        key managerial personnel(KMP) and as per your observation CS of a Pvt.Ltd company is not a KMP .kindly advise.
        Thanks in advance

        1. Even though a CS is not a KMP in the given case, we still have to file MR-1 to comply with the provisions of Rule 3 of ‘The Companies Appointment and Remuneration of Managerial Personnel, Rules 2014 which corresponds to Section 196 of Companies Act, 2013 which is applicable on private limited company.

          Under this rule 3, a CS is not treated as a KMP and hence it is advisable to file MR-1 for CS even though he is not a KMP.

  90. Dear Sir / Madam,
    There are two directors in private limited company. Director B wants to leave but director A is not agree. Seconly registered office of the company is also residence of director B and director B asking to shift the office but director A not agree. Director B written many emails on both matters. Please advise.
    Thanks & Regards,

    1. If Director B wants to leave then he can do so without the consent of Director A by filing Form DIR-11. His responsibilities and liabilities towards the company will cease to exist from the date of filing of that particular form. And it would be advisable to shift the registered office of the company within the city itself by passing the necessary board resolution in case Director A does not want to give out his residence as the registered office.

  91. How do i rectify the PAN No. of CFO which is wrongly filed in form DIR 12 and is showing on the portal to file the MR -1.

    1. Please raise a ticket for the same or call to MCA Helpdesk and according to second proviso of Section 196(4) whenever a company appoints a CFO company needs to file Form MR-1 within 60 days from his appointment.

      1. MCA helpdesk and raising a ticket did not provide any satisfying solution for the same.Pls advice shall i resign the Cfo and appoint it again or file another DIR 12 for the same.

  92. i given resignation from company since 2013. but company did not filed form 32 about resignation. what are solution with me because company running business 45 corore in real esatet

  93. Dear Sir,
    A private limited company had appointed a Whole-Time Director (WTD) with remuneration on 20th August, 2013, however Form 23 was not filed then for appointment of WTD, since as per Companies Act, 1956, Form 23 was not mandatorily required to be filed for private limited companies. Also Form 32 was filed by selecting the field of Executive Director in the Form, but the designation was entered as ‘Additional Director’ in that Form 32. The said director was regularized at AGM and now his designation is displayed as ‘Director’ in MCA.
    However, now as per Companies Act, 2013, Section 196-appointment of managing director or whole time director is applicable to all the companies.
    So in the above case, please let me know whether we need to file back-dated Form MGT-14 (Form 23) and Form DIR-12 (Form 32) just for the purpose of getting the designation as WTD instead of Director, since that director was with remuneration since the date of his appointment.
    Or we should not file the above two forms, since we had selected the field of Executive Director in Form 32 filed at the time of his appointment. Because executive director means that he is a WTD as well.
    Please clarify.

  94. Dear Sir,
    As per Section 149 (6)(e) of the Companies Act, 2013, an independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director:-
    (e) who, neither himself nor any of his relatives–
    (ii) is or has been an employee or proprietor or a partner, in any of the 3 financial years immediately preceding the financial year in which he is proposed to be appointed, of auditors’ firm / company secretaries in practice / cost auditors of the company / its holding, subsidiary or associate company / or any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary / associate company amounting to 10% or more of the gross turnover of such firm;
    So from the above, for being an independent director, a person or his relative should not have interest as an employee or partner in any of the 3 financial years immediately preceding the financial year in which he is proposed to be appointed as an independent director.
    However, please let me know the following:-
    1. If that person acquires interest in the current financial year, after his appointment as an independent director, does he immediately cease to be an independent director?
    2. If he does not cease to be an independent director, then what would be his status in the above case?
    Please clarify.

    1. According to Section 149 (7) of Companies Act, 2013, an independent Director is required to give notice to the Board of Directors as and when his independence changes. Therefore, he ceases to be an independent Director from the date mentioned in the notice provided by him under Section 149(7).

  95. Dear Sir,
    A private limited company wants to appoint an Alternate Director for a Foreign Director permanently.
    However, as per section 161 of Companies Act, 2013, an Alternate Director shall vacate the office if and when a director in whose place he has been appointed returns to India.
    Thus, an Alternate Director, as appointed by Company automatically vacates the office if the Original Director, in whose place that Alternate Director has been appointed returns to India for business purposes, attends board meetings etc. But when Original Director goes out of India, that Company can appoint that Alternate Director for Original Director again and only then that Alternate Director can act on behalf of Original Director and can attend board meetings etc. since the Company wants to appoint the same Alternate Director for that Foreign Director permanently.
    Please let me know whether for both automatic vacation of office as an Alternate Director and then for appointment as an Alternate Director, Form DIR-12 (Particulars of appointment of Directors and the key managerial personnel and the changes among them) are required to be filed with MCA or not. Though filing of Form DIR-12 is not specifically mentioned anywhere in the Companies Act, 2013 and relevant rules, the same is implied by the Companies Act, 2013, since it would be a continuous filing of Form DIR-12 whenever the said foreign director comes to India and goes out of India.
    Please clarify and confirm.

    1. There is no provision for the permanent appointment of an alternate Director in the Act. 2nd proviso to Section 161 (2) of Companies Act, 2013 clearly states that the alternate Director shall vacate his office as soon as the original Director returns to India. You will have to file multiple DIR-12 in situations like these.

  96. Dear Sir,
    A private limited company had appointed a Whole-Time Director (WTD) with remuneration on 20th August, 2013, however Form 23 was not filed then for appointment of WTD, since as per Companies Act, 1956, Form 23 was not mandatorily required to be filed for private limited companies. Also Form 32 was filed by selecting the field of Executive Director in the Form, but the designation was entered as ‘Additional Director’ at the time of appointment. The said director was regularized at AGM and now his designation is displayed as ‘Director’ in MCA.
    However, now as per Companies Act, 2013, Section 196-appointment of managing director or whole time director is applicable to all the companies.
    So in the above case, please let me know whether we need to file back-dated Form MGT-14 (Form 23) and Form DIR-12 (Form 32) just for the purpose of getting the designation as WTD instead of Director, since that director was with remuneration since the date of his appointment.
    Or we should not file the above two forms, since we had selected the field of Executive Director in Form 32 filed at the time of his appointment. Because executive director means that he is a WTD as well.
    Please clarify.

  97. I had started a company with one korean director and now the korean director has gone back without resignation from the directorship of the company. He has the maximum shares of the company and before going to Korea, he had appointed one additional director without my consent.

    Plz. advise what kind of actions, I can take for the removal / cancellation of that additional director from the board of the company.

    1. Assuming that before the appointment of the new additional Director, only two Directors were present, it can be concluded that a valid board meeting could not have taken place as you were not present in that meeting (minimum two Directors required to form a valid quorum). And to appoint any Director a valid board resolution is required which could not have been possible in this case as only one Director (Korean) was present in the Board meeting. You can challenge the appointment of the new Director on the aforementioned grounds.

  98. Sir,
    A company has two Managing Directors A& B out of which B dies. (B was the Chairman)
    The Articles of the company states that in the case of the death of A or B, the other person takes his place.

    In a case like this, which form should the company file with the MCA? Still DIR-12? Could you tell me if there are any other formalities one might have to follow.

  99. Sir , i am a director in a company which is still not in operations if i will resign there will only be one director .As I am doing C.A. I can’t continue my directorship and i got notice in april but i have registered myself in january so to continue my article ship i want to take resignation on back date but i don’t have any other person with DIN who can be appointed on my place .So what should I do…

    1. A Director’s responsibility and liability towards a company ceases once Form DIR-11 is filed withe the ROC. It is the company’s duty to find a suitable replacement for the retiring Director. You are advised to file Form DIR-11 if you want to retire from your Directorship.

  100. Dear Sir,
    If there is a private limited company formed in 2007 and there are 2 directors in company say Mr. A and Mr. B.

    Due to some personel problem Mr B wants to resign from the company, for the time being there is no new director joining, as Mr B is resigning with immediate effect.

    is there any such provision in registrar of companies where is such instance can be accepted by ROC.

    1. Mr. B can resign any time he wants. All he has to do is file Form DIR-11 and his responsibility as a Director will cease from the date mentioned in the form. However, it is the responsibility of the company to appoint a new Director as a Private Company needs to have a minimum of 2 Directors at any point of time.

  101. Dear Sir
    I have resigned from the directorship of a company and filed DIR-11 to the MCA (online). The company has not yet filed DIR-12. I want to know what is my legal position as I have already resigned and filed DIR-11.

    1. Acc. to the proviso of Section 168(1) the director who have resigned shall be liable even after his resignation for the offences which occurred during his tenure. As after resignation your tenure will get over and you will not be held liable for the acts of the company which will occur after your resignation. It does not matter when the company will file DIR-12. Your liability as a Director ceases once DIR-11 is filed.

        1. Dear sir
          In the referred case, my name still appears as director of the company on MCA’s website even after filing of DIR-11. In normal course when is the information updated on MCA’s website.
          Kamal Bhojak

        2. Your name will be removed from Directorship as per MCA records only after the company files Form DIR-12 intimating the ROC about your resignation. However, please be assured that your liabilities arising from the post of Directorship will cease from the date mentioned in DIR-11 and the fact that the company files DIR-12 at a later date will not extend your Directorship liabilities.

  102. In case of change in designation of director to WTD in case of listed company/ public co. attract three forms to be filed to ROC.

    In this case we would like to confirm DIR-12 Is to be filed within 30 days of BM or GM.

  103. If there are two directors in a wholly owned subsidiary and one of them is a authorised director representing the parent company, can the other director (who is a director appointed to comply with indian law requirement of two directors) still resign with respect to indian laws? Is the procedure for the other director same as mentioned above with respect to the filings? Is the board resolution from the Indian subsidiary enough to accept and complete all formalities?

    1. Any Director, regardless of his nationality can resign whenever he wants be giving his notice of resignation and filing Form DIR-11. As far as cessation of liability of the Director is concerned, once Form DIR-11 is filed, his responsibilities cease to exist. Board resolution is not mandatory for completing the resignation process of a Director


    1. Once DIR-11 is filed, resignation of Director is effected from that specified date. If you want this same Director to continue, than you have no option but to go for a fresh appointment.


  105. Dear Sir,

    Kindly confirm the following:-

    In case of re-appointment of whole-time director cum vice chairman in a private limited company, the following forms are required to be filed as per Companies Act, 2013:-
    1. Form MGT-14 within 30 days of the Board Meeting
    2. Form MR-1 within 60 days of the Board Meeting
    3. Form DIR-12 within 30 days of the General Meeting

    Form MGT-14 and Form MR-1 should be filed after Board Meeting, because the Company cannot withheld the remuneration to be given to the whole-time director till the approval from members in the General Meeting. And once the re-appointment is confirmed in the General Meeting, then Form DIR-12 should be filed as the confirmation of re-appointment.

    Kindly correct me if I am wrong.

    1. Yes, you are right. However, there is no need to file DIR-12 in case of Re-appointment.
      And, there is no need to follow Section 197 i.e. for remuneration to WTD as it is not applicable to Pvt. Ltd. Cos.

      1. Dear Sir,

        Thanks for the reply.

        As you said, since Section 197 is not applicable for private companies, please let me know the following:-
        1. Whether it is required to file Form MGT-14 and Form MR-1 in this case or not,
        2. If Form DIR-12 is not to be filed for re-appointment and Form MGT-14 and MR-1 are not to be filed since Section 197 is not applicable to private company, please let me know which forms are required to be filed in case of re-appointment of whole-time director cum vice chairman in a private limited company,
        3. Whether it is required to hold general meeting for the above appointment or board meeting approval would be enough without filing any of the above forms.

        Kindly confirm.

    1. The DSC of the resigning Director is mandatory for filing DIR-11. If the Director does not have a DSC, the same should be created specifically for this purpose.

  106. Dear Sir,

    A person was appointed as an additional director on 15th September, 2013 and AGM was held on 30th September, 2013, however the Company did not file any Form 32 last year for the regularisation of that director in AGM dated 30th September, 2013.

    However the Company has filed Form DIR-12 for the pending regularisation of this director in the AGM for the current year in 30th September, 2014.

    In this regard, please let me know the following:-
    1. whether the Company has to file any back dated Form 32 (Form DIR-12 as per new Act) for the regularisation of that director or
    2. file a new back dated Form 32 (Form DIR-12 as per new Act) for appointment as an additional director by using 1st October, 2013 as date of appointment i.e. after AGM of last year dated 30th September, 2013, since that director was not regularised in last AGM, or
    3. filing Form DIR-12 this year is sufficient.
    4. Is this action taken by the Company correct? If not, what is the best action to be taken in this regard.

    Kindly advise.

    1. I am assuming that the DIR-12 filed for 30th September, 2014 has been complied with respect to his regularization on 30th September, 2013. If that is the case, there is no need for filing any additional forms as regularization form needs to be filed only once and you would already have paid the required additional fees for such form.

      1. Dear Sir,

        W.r.t. my earlier question, what I meant to say when I had mentioned that Form DIR-12 was filed for regularisation on 30th September, 2014 is that the item of regularisation of director was taken in the Notice of AGM dated 30th September, 2014 and the date of appointment was mentioned as 30th September, 2014 (current year AGM) and not 30th September, 2013 (last year AGM), so that was not with additional fees, but with the normal fees.

        Thus, date of AGM was not mentioned as 30th September, 2013 but 30th September, 2014 in Form DIR-12 filed for the regularisation of that director. Kindly let me know whether that is correct or not.

        Kindly advise.

        1. Dear Sir,
          W.r.t. the question raised by me as above on 12th February, 2015 with reference to the regularisation of additional director, I have a further query.

          1. Form 32 was not filed for regularisation of that Additional Director, who was appointed on 15th September, 2013, because Notice of AGM of 30th September, 2013 was already circulated to all the members on 1st September, 2013 itself and the said appointment of person as an Additional Director was done on 15th September, 2013, i.e. after sending AGM notice to all the members. In that case, please let me know whether the act done by the Company by including the item of regularization of that Additional Director in Notice of AGM of 30th September, 2014 is correct or not?

          2. Since the appointment of that Additional Director was done after sending the notice of AGM of 30th September, 2013, the item of appointment of Additional Director could not be included in that AGM Notice. What is the right course of action to be taken by the Company if it wants to add any additional item with reference to AGM after sending that AGM notice to all members?

          3. Can any additional item with reference to the transactions occurring between the date of sending AGM Notice and the date of AGM be included in the next AGM Notice, especially the item of appointment of Additional Director, since any additional director holds office only upto the date of the next AGM and accordingly in the above case, the Additional Director, who was appointed on 15th September, 2013 would hold office only upto date of next AGM i.e. 30th September, 2013, so can the item of his regularization be included in the notice of AGM of 30th September, 2014?

          4. If Form DIR-12 has been filed by using the date of regularization of that Additional Director as 30th September, 2014, considering the above facts and if it is a default, what are the consequences of that default? Whether the acts done by that director and documents signed by that director after AGM of 30th September, 2013 till date are valid or not?

          Kindly advise.

  107. Dear sir last year Dec 2013 we enrolled to directship . still now they didn’t start production. Because of some reason I don’t want to continue. I sent regnatin letter by indian post at 8 the Jan still now he didn’t sent signed copy ( board meeting copy ).1 core bank loan is there how can I come out from this plz help. Only 2 dirceter are there. In such case wht further steps I need to take.

  108. With a company having only two directors and one of them already resignation they have given Signed resignation Letter on Company Letter with notary in this date 1/2/2014. but that time we did not file DIR 11 & DIR 12. I know As per M.CA according file only 30 day’s. Now can i file Dir – 11 and DIR – 12. please give me any solutions.

    1. Dear Mr. Ravi,

      Firstly the company should at all time have minimum 2 directors as per the requirement of law.
      Secondly as per Section 403 read with Annexure to Rule 12 of Companies (Registration Offices and Fees) Rules, 2014 – filing of form beyond 270 days is not allowed.

    1. Acceptance of resignation is not necessary for resignation from Directorship as per Companies Act. However, in case of MD / WTD, the terms of contract of employment shall also be referred and honored.

  109. when we are uploading DIR – 11 then error showw that Kindly enter the correct date of appointment Director. In case applicant was appointed under designation other than the current designation then enter the date of change to current designation

    1. Firstly, additional directors are appointed by Board of Directors and designated as Additional Director then that additional director is regularised by members in general meeting and designation of that director is changed to the Director on MCA21 domain.

      For checking the same you need to login on MCA21 and click on Companies/LLPs in which a person is/was a director/Designated Partner and then enter DIN and check the original date of appointment & Date of appointment at current designation.

      You need to enter date of appointment at current designation in Form DIR-11 and then upload the same.

  110. Dear Sir,

    A private limited company has one Whole Time Director (WTD), who has resigned as WTD with effect from 25th December, 2014, however the Company wants to continue him in someother way. So the Board is proposing to appoint him as an independent director.

    However, as per section 149 of the Companies Act, 2013, the criteria for an independent director is that the director should not be related to the Company currently and previously in any way. But this section applies only to public limited and listed companies only and not to private limited companies.

    In the context of the above, please let me know whether a private limited company can appoint its earlier WTD, who has recently resigned as WTD as an independent director, considering that Section 149 of the Companies Act, 2013 does not apply to a private limited company.

    1. For appointment of any Director, DIR-12 is filed and in the help form of DIR-12 it is mentioned that Independent category can be selected only if company is a public company, so in the given case Independent Directors cannot be appointed as law doesn’t recognize Independent Directors in a Private Limited Company.

      1. Dear Sir,

        Thanks a lot for the reply.

        Further to this question, I have another question.

        In the above case, since a Private Limited Company cannot appoint Whole-Time Director as an Independent Director, as law doesn’t recognize Independent Directors in a Private Limited Company, can that WTD be continued in the Company as a normal director without remuneration? If that is possible, please confirm the following:-

        1. Do we need to file Form DIR-12 for change in designation from WTD to Director?
        2. Do we need to execute any agreement with the director for his termination as WTD and another agreement for his appointment as director?
        3. Do we need to file Form MGT-14 for change in designation from WTD to director?, since the requirement of filing Form MGT-14 for change in designation from WTD to Director is not mentioned in Section 117 and 179(3) of the Companies Act, 2013.

        Kindly advise.

        1. Yes, a WTD can be redesignated as a non executive Director.

          1. DIR-12 for change in Designation is required to be filed.
          2.Agreement not mandatory, Board Resolution sufficient.
          3. If he is a KMP, MGT-14 is required.

        2. your first query is
          1. For change of designation DIR 12 Should be filed
          2. No agreement is required
          3. MGT 14 is not required to file

  111. Dear Sir,

    Please let me know if a Company has appointed a Company Secretary as per the requirements of the Companies Act, 2013, is it mandatory to have digital signatures only of that Company Secretary on all the e-forms such as e-form DIR-12, e-form MGT-14 etc. instead of any of the Directors. Is it fine if the director signs the form, since nowhere in the Companies Act, 2013 it is mentioned that only Company Secretary has to sign all the e-forms, because Directors / CFO / CS all are authorised to sign the e-forms.

    Kindly confirm.

  112. we have appointed a Director as an Additional Director in the Board Meeting held on September 29, 2014 with effective date of appointment Oct 1, 2014. But we have wrongly filled form DIR-12 for appointment of the additional independent with date of appointment as Sep 29, 2014 viz the date of board meeting instead of Oct 1, 2014. The MCA portal is reflecting the wrong date as a result of this. What is the way to rectify Dir-12

  113. Hello

    our current resident director resigned company and he is relieving next month, as our all other directors are foreign nationals we are planning to appoint new director (Indian citizen but non resident (as per new regulation he has not stayed in India for 182 days in previous calender) but he is willing to shift(relocate for good to )India to look after company,
    can we appoint him as a director, or do we need to employ onl;y resident director.

    can you please clarify this situation for us


    1. To fulfill the criteria of resident Director it is mandatory that the Director being appointed must have stayed in India for at least 182 days in the previous calendar year according to Section 149 (3) of Companies Act, 2013. Even if the Director shifts to India he will not be eligible to be appointed as a resident director.

      1. Thanks Samrish for getting back to me,
        One more quick question how much time do we have to recruit new resident director, until we found new director can we appoint nominee director?

  114. Sir, I have filed DIR-11 for resignation of director all the field are fill correctly but in attachment (i.e. notice of resignation, POD, Acknowledgement) wrong documents are attached by mistake. Now what can i do, How can I rectify this mistake, plz help me out.

    1. Presently, MCA has not provided for any procedure to rectify such mistakes. The only alternative is to submit a fresh DIR-11 with the correct attachments along with a clarification letter for the duplicate filing.

  115. Dear Sir,

    I have resigned from my company and transfered the shares on dated 27 July 2013, in the presence of other directors in a board meeting in bangalore. Till now the company has not given me any declaration on my resignation. I suspect if the does some lack in tax liabilities, will I be accused now? How to check if I am still the director in the company or hold any liabilities?

    Please help

  116. the director has expired on 25 april and the company has conducted first board meeting on 27th june and took note of death of director know whether is it permissible to do in such manner.

  117. I have resigned form the company .but my resignation has not been accepted .But I have filed DIR 11.What is my status .is my resignation final

    1. Dear Nilesh

      When a director files eForm DIR-11 for intimating about his resignation before the company files eForm DIR-12, an email will be sent to the company for filing the eForm DIR-12 and the status of the Director in the company will be changed to ‘Resigned’ against the selected designation. Once the company files the relevant eForm DIR-12, the status shall be changed as per the existing system.

  118. One of our customer resigned as director in March 2014, but the other company has not yet filed form 32. Now what are the option. they are telling that it will attract late filing for form 32. Please guide how should we solve this issue.

    1. Dear Deepak

      Yes it will attract late fee. Kindly file DIR 12 at the earliest and you will have to pay an additional fee of 6 times the original. DIR 11 is effective from 1 April, 2014, hence it won’t be required.

  119. 1. Whether in company having 2 directors,Key Managerial Person includes such director?
    2. Can director of more than 5 companies can be said to be whole time employed in any of the company?
    3. Whether MGT-14 is required to be filed for resignation & appointment of director?

    1. Dear Sneh,

      Your queries are not very clear. Nonetheless, will try
      1. For KMP, pl refer Sec 203. Only certain cos are required to appoint KMP. As pr Rule 8 Chapter XIII, only Listed Cos and Public cos having Paid up cap of more than Rs. 10 Crs. Who are KMP, pl see defn sec 2(51).
      2. There is no such crieria of 5 cos, pl rephrase ur question.
      3. MGT 14 is not rqrd for apptmt or resignation of Director. However, this form will have to be filed if it is a case of appointment, reappointment, variation in terms of apptmt of MD.

      take care

  120. Sir I resigned from the post of MD in 2006 from the company I work not submitted DIR11 to the ROC now I am aware to submit with late fees is it possible and what is total fees of ROC and your fees please answer it is urgent

  121. If a director has expired what are the procedures required to be completed.Which all forms have to be uploaded and what attachments are required.
    kindly guide asap

  122. Sir can u please tell the procedure for appointment of a new director in a private ltd company along with resolution, letter of appointment format required if any.
    its urgent plz reply

  123. if company fails to apply for dir12 form than what will be the status of the director who has filled dir11.
    will he be considered as ex director or what,please explanin

    1. Once the Director has tendered his resignation, it is final. Filing of form DIR 11 and 12 are part of procedural compliances that needs to be followed. Non filing of those forms are certainly non-compliances but has not effect over the event, i.e. resignation.

      1. My company had 2 directors, both resigned on a date and on same date, 2 new were appointed. The outgoing directors filed DIR 11 before filing of DIR 12 by the company. Now the company is unable to file any document as no DSC is registered with ROC for efiling. What to do??

        1. I am also facing the same problem in my company. Sir have you received any solution for the issue? Please reply

  124. Thanks cs samrish sir, i need Noc from company also,bcoz i am Customs brocker and at the time of applying for licence of custom brocker i need noc but if the company not give then what can i do ?

  125. Dear, i am director of ltd company,and i am giving notice to managment for resignation via email but no responce from the company .31 st july end of notice period kindly advice what can i do after .

  126. sir,
    i want to change the regd office address of company within same locality(i.e., adjacent bldg) and same ROC. The present address is taken on rent by a firm , in which one Director is a partner, from LIC of India. The partners have given NOC to allow company to setup office. Also rent slip of firm is available. But it is impossible to get a writing from LIC that they are owners of the bldg. How can we proceed to change regd office?it is really urgent.

    1. NOC from a tenant will not work if it is not supported by an agreement which allows subletting. Ownership docs are also important. RoC is very strict about it. You need to find some alternate location if you do not have the requisite docs.


  127. Sir,

    My first question is whether it is necessary to file DIR-11 first and then after DIR-12 ?

    and second, when i fill form DIR-12, signature of CA part is not activated in the form. I mean i am not able to sign the form as the cursor is not cliking on that part. Why i am facing this problem ?

    1. Dear Pinki,
      The Act do not provide any sequence of reporting. But going by our experience, it was observed that if DIR-12 (cessation) is filed 1st, such Director’s name is removed from the signatory list. Pl note that DIR-12 is a STP filing. Filing of DIR-11 w.r.t that Director is therefore not supported by the system whose name has already been removed from the signatory list.
      Even the help page of DIR-12 states that DIR-11 is to be filed 1st.
      Regarding your 2nd query, pl report this to MCA and it will be resolved. You can lodge a complaint by following the procedure mentioned therein.

  128. i have one query that is one company not filed return from last 3 years and no agm held from last 3 years and DSC of directors are blocked.
    Now suggest me how to unblocked DSC.
    its urgent so reply soon.

      1. plz tell me way of filing how can i file annual return without holding the AGM.
        For filing the annual return accounts of company must be approved by the shareholders but accounts not approved by shareholders becoz of not hold AGM for last 3 years so that DSC of directors are blocked.
        Now tell me the best suited way for filing the annual return.

  129. i have query about resignation of directors.in one company, one director have already filed Dir-11 but company not filed Dir-12 within 30 days.
    plz confirm me whether Dir-12 is mandatory for company filed within 30 days.
    and what are the penalties for company if company not file within 30 days.

      1. dir-11 filed before 45 days then my query is additional fees shall be continue from which date i.e. receiving notice by director or from filing dir-11.
        how to calculate additional fees from which date.

  130. With a company having only two directors and one of them having resigned and filed DIR 11, how does the company convene a board meeting to take the resignation on record and file DIR 12? Please elucidate. Thanks.

  131. In a company having two directors and one having resigned and filed form DIR 11, how does a Board meeting convened to take pass the necessary resolution to file DIR 12? Could you please elucidate? Thanks.

  132. Hello, I am a director of a limited company,i am submitted notice to managment through email but they are not reply my mail ? What can i do next step

  133. In case of PVT co if directors resigns, along with transfer of his shares to other directors, do we need to file any other E-form for transfer of shares?

  134. recently one of my friend communicated with MCA regarding the what type of evidence of cessation, to be attached in DIR-12 at the time of resignation. They replied that Extract of Board Meeting is also an evidence of cessation.Is this relevant??Please clarify

  135. I think you all are agree that companies act 2013 has changed its nature to criminal law. If appropriate amendment are not done then it will ruin the whole economic structure of the country.

  136. It is correct that DIR 11 should be filed before DIR 12 and that the status of the Director in the company will be changed to ‘Resigned’ against the selected designation upon filing of DIR -11. However, it seems that MCA system isnt in sync yet as in one of the recent cases of resignation, the DIR-11 is filed first and his name is removed from the list of signatories and co is unable to file the DIR 12 now, Query has been raised with RoC and reply is still awaited. As anyone in this group faced this? Kindly revert. thanks

    1. Dear Hetal,
      We also faced similar problem. We raised ticket and it was redressed by MCA in couple of days. We downloaded fresh DIR-12 and filed. I assume this problem should not have risen again.

  137. Notice of resignation sent by email is a valid record, so for proof of dispatch we may attach the email, which give the date and time of sending. Am I right?

    1. Dear Kannan,

      Yes, you are right. CA 2013 recognises email as a valid mode of sending notices. Even notice to convene Board Meetings can be sent by mail, Books can be maintained in elctronic mode.


  138. DIR 11 should be filed before DIR 12…..The reason being the help kit of DIR 11 States…

    ” When a director files eForm DIR-11 for intimating about his resignation before the company files eForm DIR-12, an email will be sent to the company for filing the eForm DIR-12 and the status of the Director in the company will be changed to ‘Resigned’ against the selected designation. Once the company files the relevant eForm DIR-12, the status shall be changed as per the existing system.”

    Hence you may raise the ticket with ROC immediately

  139. ok. what if in case company has filed the DIR-12 before DIR-11. Director is not abled to file DIR-11 since the din has been removed from the list. please guide

  140. Dear sir,
    In case of DIR 11 , we need to attach Proof of Dispatch.What exactly is this .In case of foreign director what proof of dispatch needs to be attched???? and same in case of hand delivery?????

    1. Dear Sushant

      Though nothing mentioned specifically in rules but it seems obvious that in case of hand delivery, proof of dispatch should be the receiving signed and received by company with date……

      In case of of foreign director, you can easily arrange for POD….

  141. Dear Sir
    is it mandatory under new companies act, 2013 to file disclosure of interest of directors with roc with in 30days and kindly let me know the source where it is written

    Thanks in advance

    1. Dear Neha,

      You have to file the Resolution, not the Disclosure. Its Sec 117(3)(g) read with Sec 179(3)(k) and Rule 8(5) of Companies (Meetings of Board and its Powers) Rules, 2014.

      CS Samrish

  142. Dear Sir

    I want to know , that in DIR 11 where there is a requiremnet of Proof of dispatch, then can a director file it by hand Delivery.

    One more issue that a director who is resigning must have DSC for affixing the same in declaration in DIR 11.

  143. What if the director who is resigning is a foreigner. How he will file intimation to ROC, as the form has to be digitally signed.

    1. Shifali, your query brings out another important point, i.e. a Director at the time of his resignation must have a valid DSC. On your question,…. Why do you think its so difficult in case of a foreign Director. He can very well procure a DSC. And since it is taking some time these days to obtain a DSC, he should plan it well in advance. One FRRO certificate is also required for obtaining DSC in case of a foreigner.

      CS Samrish

  144. Thanks for the update. I’m religiously tracking your blog for keeping myself abreast with the latest updates.

    I Think the warning note is not written in DIR-12 as there is a declaration in point no.3 of the certification by practicing professional stating ” It is understood that I shall be liable for action under Section 448 of the Companies Act, 2013 for wrong certification if any found at any stage.”

    1. GS,

      Good observation. But you need to answer few more queries before concluding anything.

      1. Whether such a declaration by the certifying professional is across all the e-forms which needs certification?
      2. Whether Company has been made specifically liable u/s 448, as is seen above, in any of the e-forms?


      CS Samrish

      1. My query is that which date is considered as date of resignation for filing DIR-11(date of notice)?
        1.Date which is given on notice of resignation.
        2.Date of despatch courier of notice of resignation to company.
        provision is that file DIR-11 within 30 days.

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