Form dir 12 for retiring director appointment

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Querist : Anonymous

Querist : Anonymous (Querist)

01 August 2015 Dear friends

Is it mandatory for a company to file form DIR-12 for reappointment of a retiring director.

Thanks

Pratik Shah

Pratik Shah (Expert)
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03 August 2015 No..it is not required, because he is already a Director of the company and you are just reappointing him.

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Querist : Anonymous

Querist : Anonymous (Querist)

03 August 2015 Thanks for your response Mr. Pratik. The Companies Act 2013 contains a lot of issues left open for interpretation, if you refer Section 152.

Pratik Shah

Pratik Shah (Expert)
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03 August 2015 Yes..that's true. But do you still feel that Form DIR-12 is required to be filed?

Querist : Anonymous

Querist : Anonymous (Querist)

03 August 2015 Though if we mark "Appointment" in DIR 12 of a retiring director, it displays an error while uploading that such director is already appointed. Only way left is to mark it as "Change in designation", which technically is not a change in designation. I was perplexed as to what should be done.

there is no such clarity in Section 152 as compared to Section 164 of the Companies
Act 1956.

Pratik Shah

Pratik Shah (Expert)
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03 August 2015 I agree that Act does not have clear provision on this but I don't find it unclear.
It is just a reappointment. Form DIR-12 is required to be filed when there is any appointment/change in designation/cessation of office.
Reappointment does not fall in any of the categories. Hence, you are not required to file this form.

Querist : Anonymous

Querist : Anonymous (Querist)

03 August 2015 Unlike in Section 139 wrt appointment of auditors, an explanation that appointment includes reappointment is stated, no such explanation is given wrt reappointment of directors and hence, I am also of the view that no such form shall be filed.

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