MCA by way of notification in the official gazette amended the Companies (Incorporation) Rules, 2014 in order to extend the scope of filing Form DIR 12 by an ACTIVE-non-compliant company which shall be discussed in this article.
Ministry of Corporate Affairs (MCA) has introduced Companies (Incorporation) Eighth Amendment Rules, 2019 by amending Companies (Incorporation) Rules, 2014 via a notification dated 16th October 2019.
As per the aforesaid notification MCA has amended Rule.25A (Active Company Tagging Identities and Verification (ACTIVE)) to extend the scope of filing of form DIR 12 by an ACTIVE-non compliant company.
Earlier to the amendment in Rule 25A, an ACTIVE-non-compliant company cannot file Form DIR 12 except in case of cessation of any director.
After making the amendment in Rule 25A, Scope of filing of Form DIR 12 by ACTIVE-non-compliant company has been extended by adding the following cases in addition to the case of cessation of any director
- Appointment of directors in such company where the total of directors are less than the minimum number provided in clause (a) of sub-section (1) of section 149 (i.e., minimum 3 directors in case of public company, 2 directors in case of private company and 1 director in case of one person company) on account of disqualification of all or any of the director under section 164.
- Appointment of any director in such a company where Director Identification Number (DIN) of all or any it’s the director(s) has been deactivated.
- Appointment of a director(s) for implementation of the order passed by the Court or Tribunal or Appellate Tribunal under the provisions of this Act or under the Insolvency and Bankruptcy Code, 2016.
Q.1 Can the ACTIVE-non compliant company file Form DIR 12 if the DIN of the all or any one of the directors (s) has been deactivated?
Ans: Yes, As per the Recent Amendment via a notification dated 16th October 2019, The company can file Form DIR 12 even if DIN of all or any one of the directors has been deactivated.
Q.2 Can the ACTIVE-non compliant company file Form DIR 12 for the appointment of a new director in case of all or any one of the directors has been disqualified under section 164 and total no of directors has fallen below minimum number as required u/s 149(1)(a)?
Ans: Yes, As per the Recent Amendment via a notification dated 16th October 2019, The company can file Form DIR 12 for the appointment of directors even in case of aforesaid situation.
In simple words, if the company fails to file the ACTIVE form then the company shall not be able to file DIR-12 in any situation except in the above-specified cases.