Filing of Form DIR 12 for Directors Retiring by Rotation

[krishnamoorthy v]

Dear All,

There is an interesting discussion between members at Coimbatore relating to filing form DIR 12 for Directors 

retiring by rotation.

I am forwarding the same for your views.

Regards

CS V.Krishnamoorthy

----- Forwarded by Krishna Moorthy.V/SECRETARIAL/PRICOL/91 on 21-11-2014 17:58 ----- 

From:        Thamizhanban/FINANCE/PRICOL/91 
To:        "CS.P Eswaramoorthy" <eswa...@gmail.com>, "S K Radhakrishnan" <secr...@vaamaa.com>, "DURAISAMI K" <durai...@lmw.co.in>, "Vasudevan G" <vasude...@gmail.com>, "Muthusamy Practising Secretary" <jmacsas...@gmail.com>, c...@ShanthiGears.com, "'Krishna Moorthy.V'" <krishna...@pricol.co.in>, krish...@bannarimills.com, "Murugesh C" <murugesh....@jockeyindia.com>, "Nithyaprabhu" <nithya...@precot.com>, "Sriram Krishnamurthy" <sriram.kri...@rediffmail.com>, svenk...@sakthifinance.com, "Vignesh Duraisami" <vignesh....@pricol.co.in>, vi...@viesva.com, "Srikanth" <srik...@ssh.saraelgi.com>, "Joshi LK" <lk.j...@lgb.co.in> 
Date:        21-11-2014 09:36 
Subject:        Filing of Form DIR 12 for Directors Retiring by Rotation 

---

Dear All, 

Here is an interpretation of Companies Act, 2013.. for compliance for filing. 

As per Section 152 (5) : 

"A person appointed as a director shall not act as a director unless he gives his 
consent to hold the office as director and such consent has been filed with the Registrar 
within thirty days of his appointment in such manner as may be prescribed:" 

The above section says when a Director is appointed, he needs to give his consent letter. 
Appointment here includes reappointment of retiring Directors also. 
Therefore we are suppose to file form DIR 12 even for reappointment of Director by way of retiring by rotation. 

Under the Companies Act, 1956, there is specific provision under Section 264(2), which exempts the above filing: 

Section 264(2) 
"A person other than- 
(a) a director re- appointed after retirement by rotation or immediately on the expiry of his term of office, or 
(b) an additional or alternate director, or a person filling a casual vacancy in the office of a director under 
section 262, appointed as a director or re- appointed as an additional or alternate director, immediately on 
the expiry of his term of office, or 
(c) a person named as a director of the company under its articles as first registered, shall not act as a director of 
the company unless he has within thirty days of his appointment signed and filed with the Registrar his con- sent in 
writing to act as such director. 

as the 1956 act, exempted the consent letter and Form filing for reappointed Director, additional Director, alternate Director as mentioned above, 
it was presumed that DIR 12 (as per 2013 act), also need not be filed, which was not right. 

So, now because of no such exemptions as seen in 1956 act is found in 2013 act, 
the consent letter (DIR 2) need to be taken from all Director appointed at all instances (including retire by rotation) 
and the from (DIR 12) be filed with MCA. 

Now we have to file Form DIR 12, for the appointment of retiring directors, made at AGM 2014, with fine, if we not filed already. 

Your views, please. 


Thamizhanban T G | Company Secretary
Pricol Limited

Email : c...@pricol.co.in
Phone : +91 422 4336223
Website : www.pricol.com 
Address : 109, Race Course, Coimbatore, 641018, India