MCA vide General Circular No. 3/2015 dated 3rd March, 2015 has issued clarification after receiving representations from stakeholders regarding difficulties faced due to deactivation of Digital signature certificate (DSC) and such difficulty arises because of automatic deactivation of DSC on filing of DIR-11 (Notice of resignation of a director to the Registrar) by the resigned/resigning Director (s), and none of the new Director's details having been filed. As a result, form DIR-12 (Particulars of appointment of 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.

It is therefore clarified that to enable the filing of such E-form the Registrar of Companies within their respective jurisdictions are authorized, on request from the stakeholders, and after due examination, may 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.

Probably the condition envisaged in the aforesaid circular would be case where all the directors have resigned and before filing the form DIR-12 for appointment of new director , form DIR-11 has been filed by the resigning directors.