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ROC can allow e-filing of DIR-12 by one of the resigned directors who was an authorized signatory

General Circular No.03/2015
 F.No. MCA/21/272/2014
 5th Floor, 'A' Wing Shastri Bhawan,
 Dr. R.P. Road, New Delhi
 Dated: 03rd March 2015 

All Regional Directors,
All Registrars of Companies,
All Stakeholders.

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

This Ministry has received several representations about the difficulties faced by stakeholders due to deactivation of Digital signature certificate (DSC) following en masse resignation of all the directors of a company before appointment of new directors in their places. The difficulty arises because of automatic deactivation of DSC on filing of DIR-11 (Notice of resignation of a director to the Registrar) by the resigned/resigning Director (s), and none of the new Director's details having been filed. As a result, Form DIR12 (Particulars of appointment of director and the key managerial personnel and the changes among then) cannot be filed by a company due to lack of an authorized signatory Director

2. In order to enable the filing of such e-forms and till an altemativc mechanism is put in place in MCA2I system, it is clarified that the Registrar of Companies within their respective jurisdictions are authorized, on request from the stakeholders, and after due examination, to allow any one of the resigned director who was an authorized signatory Director for the purpose of filing DIR-12 only along with additional fees, as applicable and subject to compliance of other provisions of Companies Act  2013.

3. This issues with the approval of Secretary, MCA.

Yours  faithfully,
(KMS Narayanan)
Assistant Director (Policy)