Posted by: CS Shilpi Thapar
As per the notification issued by the Ministry of Corporate Affairs dated 26th January 2018, the Central Government in exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013, hereby makes the following rules further to amend the Companies (Appointment and Qualification of Directors) Rules, 2014, namely: ‑
(1) These rules may be called the Companies (Appointment and Qualification of Directors) Amendment Rules, 2018.
(2) They shall come into force on the date of their publication in the Official Gazette.
(3) The marginal heading of Rule 9 of Companies (Appointment and Qualification of Directors) Rules, 2014 has been be substituted namely:
Existing marginal heading
“Application for allotment of Director Identification Number”
Revised marginal heading
“Application for allotment of Director Identification Number before appointment in an existing company”
(4 )The Rule 9 (1), the has been be substituted with following:
Existing Rule
Every individual, who is to be appointed as director of a company shall make an application electronically in Form DIR-3, to the Central Government for the allotment of a Director Identification Number (DIN) along with such fees as provided in the Companies (Registration Offices and Fees) Rules, 2014.
Revised Rule
Every applicant, who intends to be appointed as director of an existing company shall make an application electronically in Form DIR-3, to the Central Government for allotment of a Director Identification Number (DIN) along with such fees as provided under the Companies (Registration Offices and Fees) Rules, 2014.
Provided that in case of proposed directors not having approved DIN, the particulars of maximum three directors shall be mentioned in Form No.INC-32 (SPICe) and DIN may be allotted to maximum three proposed directors through Form INC-32 (SPICe)”
Explanation
The revised rule describes the procedure for the Application for allotment of Director Identification Number before appointment in an existing company. However, in case of proposed directors not having approved DIN, the particulars of maximum three directors shall be mentioned in Form No.INC-32 (SPICe) and DIN may be allotted to maximum three proposed directors through Form INC-32 (SPICe)”
(5) The Rule 9 (3), the has been be substituted with following:
Rule 9 (3)(a) of Existing Rule
(a) The applicant shall download Form DIR-3 from the portal, fill in the required particulars sought therein, and sign the form and after attaching copies of the following documents, scan and file the entire set of documents electronically-
(i)photograph;
(ii) proof of identity;
(iii) proof of residence;
(v) specimen signature duly verified.
Rule 9 (3)(a) of Revised Rule
The applicant shall download Form DIR-3 from the portal, fill in the required particulars sought therein and sign the form and after attaching copies of the following documents, scan and file the entire set of documents electronically-
(i) photograph
(ii) proof of identity
(iii) proof of residence
(iii-a) board resolution proposing his appointment as director in an existing company
(v) specimen signature duly verified.
Explanation
As per the proposed amendment, the applicant shall also be required to attach ” board resolution proposing his appointment as director in an existing company” in addition to aforesaid documents for filing Form DIR-3 with the MCA portal.
Rule 9 (3)(b) of Existing Rule
(b) Form DIR-3 shall be signed and submitted electronically by the applicant using his or her own Digital Signature Certificate and shall be verified digitally by –
(i) a chartered accountant in practice or a company secretary in practice or a cost accountant in practice; or
(ii) a company secretary in full-time employment of the company or by the managing director or director of the company in which the applicant is to be appointed as director.
Rule 9 (3)(b) of Revised Rule
Form DIR-3 shall be signed and submitted electronically by the applicant using his or her own Digital Signature Certificate and shall be verified digitally by a company secretary in full time employment of the company or by the managing director or director or CEO or CFO of the company in which the applicant is intended to be appointed as director in an existing company,”
Explanation
The Form DIR-3 shall be verified digitally by a company secretary in full-time employment of the company or by the managing director or director or CEO or CFO of the company in which the applicant is intended to be appointed as a director in an existing company. Hence, the requirement of digital verification by a chartered accountant in practice or a company secretary in practice or a cost accountant in practice has been done away with.
The said Amendment Act is placed at the link:
http://www.mca.gov.in/Ministry/pdf/AppointmentQualificationDirectoramendmentrules2018_25012018.pdf
