Amendment in Companies (Appointment and Qualification of Directors) Rules, 2014,

MCA vide notification dated September 18, 2014, has made amendment in Companies (Appointment and Qualification of Directors) Rules, 2014. The text of such amendments is reproduced below –

1. In rule 6 (2) –
   1. Clause (c) shall be omitted;
   2. In clause (d), the words "and mother's name and Spouse's name (if married)" shall be omitted;

      After amendment text of rule 6(2) read as:-

      (2) The data bank referred to in sub-rule (1) shall contain the following details in respect of each person included in the data bank to be eligible and willing to be appointed as independent director-

      1. DIN (Director Identification Number);
      2. the name and surname in full;
      3. **omitted**
      4. the father’s name**omitted**
      5. the date of Birth;
      6. gender;
      7. the nationality;
      8. the occupation;
      9. full Address with PIN Code (present and permanent);
      10. phone number;
      11. e-mail id;
      12. the educational and professional qualifications;
      13. experience or expertise, if any;
      14. any legal proceedings initiated or pending against such person;
      15. the list of limited liability partnerships in which he is or was a designated partner along with –
          1. the name of the limited liability partnership;
          2. the nature of industry; and
          3. the duration- with dates;
      16. the list of companies in which he is or was director along with –
          1. the name of the company;
          2. the nature of industry;
          3. the nature of directorship – Executive or Non-executive or Managing Director or Independent Director or Nominee Director; and
          4. Duration – with dates.
2. In sub-rule (4), the words letters and figure "in Form DIR-1" shall be omitted;

   After amendment text of rule 6(4) read as:-
    

   6 (4). Any person who desires to get his name included in the data bank of independent directors shall make an application to “the agency” ** omitted**.

3. In rule 9 (3)(a)
   1. In clause (a), for the words "therein and sign the form" the words "therein, verify and sign the form" shallbe substituted;
   2. Sub-clause (iv) shall be omitted.
       

      After amendment text of rule 9(3) (a) read as:-

      3 (a). The applicant shall download Form DIR-3 from the portal, fill in the required particulars sought therein, verify and sign the form and after attaching copies of the following documents, scan and file the entire set of documents electronically-

      1. photograph;
      2. proof of identity;
      3. proof of residence; and
      4. **omitted**
      5. Specimen signature duly verified.
4. After Rule 9 (3), the following sub-rule shall be inserted, namely:-

   "(4) In case the name of a person does not have a last name, then his or her father's or grandfather's surname shall be mentioned in the last name along with the declaration In Form No. DIR-3A."

    

5. In rule 10,-
   1. in sub-rule (1), for the words and letters "the provisional DIN shall be generated by the system automatically which shall not be utilised till the DIN is confirmed by the Central Government", the words "an application number shall be generated by the system automatically" and letters shall be substituted;

      After amendment text of rule 10 (1) read as:

      “On the submission of the Form DIR-3 on the portal and payment of the requisite amount of fees through online mode an application number shall be generated by the system automatically.”

   2. in sub-rule (2), for the words and letters "the provisional DIN" the words "application number" shall be substituted;

      After amendment text of rule 10 (2) read as:

      “After generation of theapplication number, the Central Government shall process the applications received for allotment of DIN under sub-rule”

   3. in sub-rule (4), the words and letters "the provisional DIN so allotted by the system shall get lapsed automatically and" shall be omitted;
       

      After amendment text of rule 10 (4) read as:

      “In case of rejection or invalidation of applicationthe fee so paid with the application shall neither be refunded nor adjusted with any other application.”

6. After rule 10, the following rule shall be inserted, namely:-

   10A

   1. Every director, functioning as a director in one or more companies on or before the 30th June, 2007 and who has not yet intimated his DIN to such company or companies shall, within one month of the receipt of Director Identification Number from the Central Government, intimate his Director Identification Number to the company or all companies wherein he is a director as per Form DIR-3B.
   2. The intimation by the company of Director Identification Number of its directors under section 157 of the Act shall be furnished in Form DIR-3C within fifteen days of receipt of intimation under section 156.";
7. In rule 11, after the words "application received", the words "along with fee as specified in Companies (Registration Offices and Fees) Rules, 2014" shall be inserted;
    

   After amendment text of rule 11 read as:

   “The Central Government or Regional Director (Northern Region), Noida or any officer authorised by the Regional Director may, upon being satisfied on verification of particulars or documentary proof attached with the application received along with fee as specified in Companies (Registration Offices and Fees) Rules, 2014 from any person, cancel or deactivate the DIN in case –

   1. the DIN is found to be duplicated in respect of the same person provided the data related to both the DIN shall be merged with the validly retained number;
   2. the DIN was obtained in a wrongful manner or by fraudulent means;
   3. of the death of the concerned individual;
   4. the concerned individual has been declared as a person of unsound mind by a competent Court;
   5. if the concerned individual has been adjudicated an insolvent:
      Provided that before cancellation or deactivation of DIN pursuant to clause (b), an opportunity of being heard shall be given to the concerned individual;
   6. on an application made in Form DIR-5 by the DIN holder to surrender his or her DIN along with declaration that he has never been appointed as director in any company and the said DIN has never been used for filing of any document with any authority, the Central Government may deactivate such DIN: Provided that before deactivation of any DIN in such case, the Central Government shall verify e-records.

          Explanation.- For the purposes of clause (b) –

   1. the term “wrongful manner” means if the DIN is obtained on the strength of documents which are not legally valid or incomplete documents are furnished or on suppression of material information or on the basis of wrong certification or by making misleading or false information or by misrepresentation;
   2. the term “fraudulent means” means if the DIN is obtained with an intent to deceive any other person or any authority including the Central Government.
8. In rule 12, in sub-rule (1), for sub-clause (i), the following sub-clause shall be substituted, namely:-
    
   1. I) "The applicant shall download Form DIR-6 from the portal, fill in the relevant changes, verify the Form and attach duly scanned copy of the proof of the changed particulars and submit electronically."

      After amendment text of rule 12 (1) (i) read as:

      1. "Every individual who has been allotted a Director Identification Number under these rules shall, in the event of any change in his particulars as stated in Form DIR-3, intimate such change(s) to the Central Government within a period of thirty days of such change(s) in Form DIR-6 in the following manner, namely;-
         1. The applicant shall download Form DIR-6 from the portal, fill in the relevant changes, verify the Form and attach duly scanned copy of the proof of the changed particulars and submit electronically."
9. The existing Form DIR-1 shall be omitted.
10. Existing forms DIR-3 (Application for allotment of DIN) , substituted by new form DIR-3.
11. Existing forms DIR-6, substituted by new form DIR-6.
12. Form DIR-7(Form for verification of application for change in DIN particulars) shall be omitted.

Update on E-Forms

Please take note that MGT -10 (Changes in shareholding position of promoters and top ten shareholders) and ADT-3 (Notice of resignation by auditor ) which were earlier required to be filed with GNL-2, are now available as independent eforms.