Section 152(3) of the Companies Act 2013 as amended by Companies Amendment Act 2017 states that: No person shall be appointed as a director of a company unless he has been allotted the Director Identification Number under section 154 or any other number as may be prescribed under section 153.
Rule 9 of the Companies (Appointment & Qualification of Directors) Rules 2014 deals with the procedure for application of Director Identification Number (DIN) under section 153 of the Companies Act 2013. The said rule was amended on 26th January 2018 by Companies (Appointment & Qualification of Directors) Amendment Rules 2018 bring in complete new set of rule and procedure for obtaining DIN.
In case the applicant is proposed to act as a director in existing company:
The DIN application must be made by the applicant in e-form DIR 3 along with following attachments:
- Passport size photograph
- Proof of Identity: PAN card is must for Indian nationality and must contain date of birth and the same must be entered in the e-form DIR 3
- Proof of Residence: Passport, Election (Voter Identity) Card, Ration Card, Driving License, Electricity Bill, Telephone Bill or Aadhaar shall be attached and should be in the name of applicant only. The document shall not be older than 2 months form the date of application. In case of foreign nationality - 1 year. In case the document is of other language other than English or Hindi then it must be translated by a professional translator with his name, address, signature and seal on the document.
- Board Resolution duly passed by the existing company in which the applicant is to be appointed as the director
The Proof of Identity and Proof of Residence shall be self-attested by the applicant or duly attested by either Public Notary or a Gazetted Officer of a Government or by the Company Secretary in full time employment/ CEO / CFO/ Managing director of the existing company in which he is proposed to be a director. In case, the director is residing outside India, then the attached supporting documents should be attested by the Consulate of the Indian Embassy, Foreign public notary.
The e-form DIR 3 is to be digitally signed by the applicant using a class 2 digital signature certificate AND by the Director / Company Secretary / Manager / CEO or CFO of the existing company in which the applicant is proposed to become the director. There is no requirement of pre-certification of the eform by a professional in whole time practice.
In case the applicant is proposed to act as a director in new company:
The application for allotment of DIN must be made in e-form INC-32 (SPICe) at the time of incorporation. INC-32 (SPICe) allows maximum three proposed directors to obtain fresh DIN by this process, remaining directors not holding a DIN must apply once the company is incorporated.
Section 156 of the Companies Act 2013 states that: Every existing director shall, within one month of the receipt of Director Identification Number from the Central Government, intimate his Director Identification Number to the company or all companies wherein he is a director.
Here it is to be noted that this section applies to those directors who are functioning as a director in one or more companies on or before the 30th June, 2007 and who has not yet intimated his DIN to such company or companies. The directors who have obtained their DIN after the commencement of this act and are thereafter appointed as the director in any company, do not need to make any such intimation to the company.
SAMPLE RESOLUTION IF TO BE APPOINTED AS ADDITIONAL DIRECTOR IN BOARD MEETING
APPOINTMENT OF ADDITIONAL DIRECTOR AND APPLICATION OF DIN:
“RESOLVED THAT pursuant to the provisions of Section 152, 153, 161 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions and rules, if any, of the Companies Act, 2013, as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), the Consent of the Board be and is hereby accorded to propose and appoint (Name of Proposed Director) as an Additional Director of the Company subject to the allotment of DIN (Director Identification Number) and with effect from the date of such allotment.”
“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, (Name of Director), Director of the Company be and is hereby authorised on behalf of the Company, to do all such acts, deeds, matters and things as may be deemed necessary, proper or expedient and to sign and execute all necessary documents, applications and returns along with the filing of E-form DIR-3, DIR-12 with the Registrar of Companies, (State where situated).”
SAMPLE BOARD RESOLUTION IF TO BE APPOINTED AS NORMAL DIRECTOR IN EXTRA ORDINARY GENERAL MEETING
PROPOSAL OF APPOINTMENT OF DIRECTOR:
“RESOLVED THAT pursuant to the provisions of Section 152, 153 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions and rules, if any, of the Companies Act, 2013, as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), the Consent of the Board be and is hereby accorded to propose (Name of Proposed Director) as the Director of the Company subject to the allotment of DIN (Director Identification Number).”
“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, (Name of Director), Director of the Company be and is hereby authorised on behalf of the Company, to do all such acts, deeds, matters and things as may be deemed necessary, proper or expedient and to sign and execute all necessary documents, applications and returns along with the filing of E-form DIR-3 with the Registrar of Companies, (State where situated).”
DISCLAIMER: The contents of this document have been prepared on the basis of relevant statutory act, rules or regulations existing at the time of publishing. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. This article shall be understood to be written for education and discussion purpose and shall not be deemed as a professional advice.
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