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Dir-12 & dir-11 filing related quarries

CS Kaushik Kundu (Company Secretary) (180 Points)

17 May 2014

A Director of a Pvt. Ltd. Company has resigned. Now Company has to file DIR-12 and resigning director has to file DIR-11. Now my quarries are as follows:

1) Which Form will be filed first DIR-11 or DIR-12? There is a confusion.

2) In DIR-11 mandatory attachment is "proof of dispatch". If the resigantion letter is delivered to the Company by hand. Then what will be proof of dispatch.

3) In DIR-12 mandatory attachment is "evidence of cessation". "Notice of Resignation" is resignation letter. what will be "evidence of cessation"?

Thanks in advance

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38 Replies

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 18 May 2014

1) Act/Rules do not prescribe as to which form needs to be filed first. Hence any form can be filed first.

2) Acknowledged copy of resignation letter can be attached as proof of despatch.

3) Board resolution can be attached as evidence of cessation.

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Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 19 May 2014

Hi,

though the ACt/rules does not precribe which form is to be filed it, it is advisable that you file both forms simultaneously since it has been noticed that many errors occur while filing one or the other forms if their is time gap between the two...

As to the other two points, I concur with Agrawal Sirs view....

CS Smriti Sharma (ACS, B Samrish & Co.) (880 Points)
Replied 06 June 2014

But is it mandatory for Director to file DIR 11.

As there is no penalty prescribed, if he does not.

1 Like

CS GK Murty (Company Secretary) (225 Points)
Replied 06 June 2014

Filing both form DIR-11 and DIR-12 are mandatory failing which second proviso to subsection 1 of section 403 will attract for penalties.

CS Smriti Sharma (ACS, B Samrish & Co.) (880 Points)
Replied 06 June 2014

I am aware of penalty for DIR 12. But could U please help me locate section w.r.t DIR 11. As per my understanding nowhere penalty has been prescribed for Director not filling DIR 11.

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CS GK Murty (Company Secretary) (225 Points)
Replied 06 June 2014

Refer Rule 16 of Companies (Appointment and Qualification of Directors) Rules, 2014 read with section 403 for penal provisions related to filing of forms/docs etc.

CS Vishal Mehta (Self Employed) (436 Points)
Replied 31 July 2014

Rule 16 of Companies (Appointment and Qualification of Directors) Rules, 2014 directs to file copy of Resignation with ROC in DIR-11

Section 403(2) prescribes penalties for non-filing of relevant form under relevant section.

Resignation of Director is as per section 168 of the Companies Act, 2013 and no penalty is provided in that section.

so as far as i know, there seems no penalty for non-filing of DIR-11 as well as DIR-12 for Resignation of Director

vandana agarwal (CHARTERED ACCOUNTANT) (116 Points)
Replied 01 August 2014

The following attachments are mandatory : with dir 11

 Notice of resignation filed with the company

 Proof of dispatch

 Acknowledgement received from company, if any and is mandatory if yes selected in option at serial no 6.

if notice of resignation is given by hand then what is the difference between proof of dispatch and acknowledgement recieved from company

plz reply at cakoderma @ gmail.com

CS Smriti Sharma (ACS, B Samrish & Co.) (880 Points)
Replied 01 August 2014

Acknowledgemnt will be the same copy with counter-signed and received along-with date of receipt.

CS Vishal Mehta (Self Employed) (436 Points)
Replied 01 August 2014

Why are we making two times payment of challan through DIR-11 & DIR-12 for one singal event in the name of Resignation of Director ???

Companies Act & Rules directed filing of both the forms, however, no penalty prescribed anywhere for non-filing of these forms

DIR-12 is mandatory for the purpose to update MCA records and as per my knowledge, DIR-11 becomes usefool tool in case of dispute of directors and/or unability of the Company to file DIR-12

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Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 01 August 2014

@ Vandana.....in your case notice of resignation filed with the company can be the resignation latter with co stamp and date/sign....proof of dispatch can simply the resignation letter submitted by the director......

Rushabh Shah (Partner) (43 Points)
Replied 17 November 2014

What would be the consequence in case the DIR-12 is not filed by the Company. Will the director be held responsible for the actions subsequent to his DIR-11 resignation?

1 Like

amitsingh (any) (33 Points)
Replied 02 January 2015

what is proof of dispatch?

shilpy aggarwal (Article) (39 Points)
Replied 03 February 2015

for the resignation of director, Director has filled form DIR 11 for resignation but company has not filled form DIR12. how much penalty will be charged on comapny?? Is company defaulter??