Section 153 of Companies Act, 2013 – Application for allotment of Director Identification Number

SECTION 153. APPLICATION FOR ALLOTMENT OF DIRECTOR IDENTIFICATION NUMBER

[Effective from 1st April, 2014]

Every individual intending to be appointed as director of a company shall make an application for allotment of Director Identification Number to the Central Government in such form and manner and along with such fees as may be prescribed.

[Provided that the Central Government may prescribe any identification number which shall be treated as Director Identification Number for the purposes of this Act and in case any individual holds or acquires such identification number, the requirement of this section shall not apply or apply in such manner as may be prescribed.] [11]

Applicable Rules

Companies (Appointment and Qualification of Directors) Rules, 2014

[Effective from 1st April, 2014]

Rule 9. [7] [Application for allotment of Director Identification Number before appointment in an existing company] —(1) [8] [ Every applicant, who intends to be appointed as director of an existing company shall make an application electronically in Form DIR-3, to the Central Government for allotment of a Director Identification Number (DIN) along with such fees as provided under the Companies (Registration Offices and Fees) Rules, 2014.

Provided that in case of proposed directors not having approved DIN, the particulars of maximum three directors shall be mentioned in Form No.INC-32 (SPICe) and DIN may be allotted to maximum three proposed directors through Form INC-32 (SPICe).]

(2) The Central Government shall provide an electronic system to facilitate submission of application for the allotment of DIN through the portal on the website of the Ministry of Corporate Affairs.

(3) (a) The applicant shall download Form DIR-3 from the portal, fill in the required particulars sought [therein, verify and sign the form][1] and after attaching copies of the following documents, scan and file the entire set of documents electronically-

(i) photograph;

(ii) proof of identity;

(iii) proof of residence;

[9] [(iiia) board resolution proposing his appointment as director in an existing company]

(iv) [***][2]

(v) specimen signature duly verified.

[10] [(b) Form DIR-3 shall be signed and submitted electronically by the applicant using his or her own Digital Signature Certificate and shall be verified digitally by a company secretary in full time employment of the company or by the managing director or director or CEO or CFO of the company in which the applicant is intended to be appointed as director in an existing company.]

 

[(4) In case the name of a person does not have a last name, then his or her father’s or grandfather’s surname shall be mentioned in the last name along with the declaration in Form No. DIR-3A.][3]

[4][Rule 10A. Intimation of DIN.—(1) Every director, 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 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 as per Form DIR-3B.

(2) The intimation by the company of Director Identification Number of its directors under section 157 of the Act shall be furnished in Form DIR-3C within fifteen days of receipt of intimation under section 156.]

Rule 11. Cancellation or surrender or Deactivation of DIN.— (1) The Central Government or Regional Director (Northern Region), Noida or any officer authorised by the Regional Director may, upon being satisfied on verification of particulars or documentary proof attached with the application received [alongwith fee as specified in Companies (Registration Offices and Fees) Rules, 2014][5] from any person, cancel or deactivate the DIN in case—

(a) the DIN is found to be duplicated in respect of the same person provided the data related to both the DIN shall be merged with the validly retained number;

(b) the DIN was obtained in a wrongful manner or by fraudulent means;

(c) of the death of the concerned individual;

(d) the concerned individual has been declared as a person of unsound mind by a competent Court;

(e) if the concerned individual has been adjudicated an insolvent:

Provided that before cancellation or deactivation of DIN pursuant to clause (b), an opportunity of being heard shall be given to the concerned individual;

(f) on an application made in Form DIR-5 by the DIN holder to surrender his or her DIN along with declaration that he has never been appointed as director in any company and the said DIN has never been used for filing of any document with any authority, the Central Government may deactivate such DIN:

Provided that before deactivation of any DIN in such case, the Central Government shall verify e-records.

Explanation.—For the purposes of clause (b)—

(i) the term “wrongful manner” means if the DIN is obtained on the strength of documents which are not legally valid or incomplete documents are furnished or on suppression of material information or on the basis of wrong certification or by making misleading or false information or by misrepresentation;

(ii) the term “fraudulent means” means if the DIN is obtained with an intent to deceive any other person or any authority including the Central Government.

[12] [(2) The Central Government or Regional Director (Northern Region), or any officer authorised by the Central Government or Regional Director (Northern Region) shall, deactivate the Director Identification Number (DIN), of an individual who does not intimate his particulars in e-form DIR-3-KYC [18] [or the web service DIR-3-KYC-WEB as the case may be] within stipulated time in accordance with rule 12A.

(3) The de-activated DIN shall be re-activated only after e-form DIR-3-KYC  [18] [or the web service DIR-3-KYC-WEB as the case may be] is filed along with fee as prescribed under Companies (Registration Offices and Fees) Rules, 2014.]

Rule 12. Intimation of changes in particulars specified in DIN application.— (1) Every individual who has been allotted a Director Identification Number under these rules shall, in the event of any change in his particulars as stated in Form DIR-3, intimate such change(s) to the Central Government within a period of thirty days of such change(s) in Form DIR-6 in the following manner, namely;—

(i) [The applicant shall download Form DIR-6 from the portal, fill in the relevant changes, verify the Form and attach duly scanned copy of the proof of the changed particulars and submit electronically.][6]

(ii) the form shall be digitally signed by a chartered accountant in practice or a company secretary in practice or a cost accountant in practice;

(iii) the applicant shall submit the Form DIR-6;

(2) The Central Government, upon being satisfied, after verification of such changed particulars from the enclosed proofs, shall incorporate the said changes and inform the applicant by way of a letter by post or electronically or in any other mode confirming the effect of such change in the electronic database maintained by the Ministry.

(3) The DIN cell of the Ministry shall also intimate the change(s) in the particulars of the director submitted to it in Form DIR-6 to the concerned Registrar(s) under whose jurisdiction the registered office of the company(s) in which such individual is a director is situated.

(4) The concerned individual shall also intimate the change(s) in his particulars to the company or companies in which he is a director within fifteen days of such change.

[13] [RULE 12A Directors KYC:– Every individual [19] [who holds] a Director Identification Number (DIN) as on 31st March of a financial year as per these rules shall, [20]  [submit e-form DIR-3-KYC for the said financial year to the Central Government on or before 30th September of immediate next financial year.]

Provided that every individual who has already been allotted a Director Identification Number (DIN) as at 31st March, 2018, shall submit eform [14] [DIR-3 KYC on or [15] [before 5th October, 2018]]

[21] [Provided further that where an individual who has already submitted e-form DIR-3 KYC in relation to any previous financial year, submits web-form DIR-3 KYC-WEB through the web service in relation to any subsequent financial year it shall be deemed to be compliance of the provisions of this rule for the said financial year;

Provided also that in case an individual desires to update his personal mobile number or the e-mail address, as the case may be, he shall update the same by submitting e-form DIR-3 KYC only;

Provided also that fee for filing e-form DIR-3 KYC or web-form DIR-3 KYC-WEB through the web service, as the case may be, shall be payable as provided in Companies (Registration Offices and Fees) Rules, 2014.]

[Note: For the financial year ending on 31st March, 2019, the individual shall submit e-form DIR-3 KYC or web form DIR-3 KYC-WEB, as the case may be, on or before the 14th October, 2019.]

[17] [Rule 12B. Directors of company required to file e-form ACTIVE.- (1) Where a company governed by Rule 25A of the Companies (Incorporation) Rules, 2014, fails to file the e-form ACTIVE within the period specified therein, the Director Identification Number (DIN) allotted to its existing directors, shall be marked as “Director of ACTIVE non-compliant company”.

(2) Where the DIN of a director has been marked as “Director of ACTIVE non-compliant company”, such director shall take all necessary steps to ensure that all companies governed by rule 25A of the Companies (Incorporation) Rules, 2014, where such director has been so appointed, file e-form ACTIVE.

(3) After all the companies referred to in sub-rule (2) file the e-form ACTIVE, the DIN of such director shall be marked as “Director of ACTIVE compliant company”]

                                                                              Applicable Circulars

                                             Filing of DIR-3 KYC under the Companies Act. 2013

                                                   General Circular No. 07/2019 dated 27.06.2019

The Ministry of Corporate Affairs has received representations from stakeholders expressing certain difficulties in filing e-form DIR-3 KYC in accordance with Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014. Requests have also been made for extension of period for filing such form.

2. The matter has been examined and it is hereby informed that it is being proposed that every person who has already filed DIR-3 KYC will only be required to complete his/her KYC through a simple web-based verification service, with pre-filled data based on the records in the registry, for ease of verification by the person concerned. However, in case a person wishes to update his mobile no. or e-mail address, he would be required to file e-form DIR-3 KYC, as this facility of updation is not being proposed in the web-based service. In case of updation in any other personal detail, e-form DIR-6 may be filed for updation of the same before completion of KYC through the web-based service

3. The amendment in the relevant rules including the amendment related to extension of time (allowing for adequate time) for completion of KYC through e-form DIR-3 KYC or the web-based service, as the case may be, is being notified shortly. Stakeholders are advised to take note of the same and file according to the revised notification.

                                                                         Applicable Notifications

Delegation of powers under section 153 & 154 of Companies Act 2013 to RD Noida

Notification No. S.O. 1354(E) dated 21-5-2014

In exercise of the powers conferred by Section 458 of the Companies Act, 2013 (18 of 2013), and in supersession of the notification of the Government of India, Ministry of Corporate Affairs, published in the Gazette of India, Extraordinary, Part II, Section 3, sub-section (i), vide number G.S.R. 650(E), dated the 19th October, 2006 except as respects things done or omitted to be done before such supersession, the Central Government hereby delegates the powers and functions of the Central Government in respect of allotment of Director Identification Number under Sections 153 and 154 of the said Act to the Regional Director, Joint Director, Deputy Director or Assistant Director posted in the office of Regional Director at Noida.

 

[1] Substituted for the words “therein and sign the form” by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2014 vide Notification No. G.S.R. 671(E) dated 18th September, 2014.

[2] Omitted by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2014 vide Notification G.S.R. 671(E) dated 18th September, 2014. Prior to the omission it read as under:

“(iv) verification by the applicant for applying for allotment of DIN in Form DIR-4; and”

[3] Inserted by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2014 vide Notification No. G.S.R. 671(E) dated 18th September, 2014.

[4] Inserted by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2014 vide Notification No. G.S.R. 671(E) dated 18th September, 2014.

[5] Inserted by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2014 vide Notification No. G.S.R. 671(E) dated 18th September, 2014.

[6] Substituted by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2014 vide Notification F No. 01/9/2013 (Part-II) CL-V dated 18th September, 2014. Prior to substitution it read as under:

“the applicant shall download Form DIR-6 from the portal and fill in the relevant changes, attach copy of the proof of the changed particulars and verification in the Form DIR-7 all of which shall be scanned and submitted electrnically.”

[7] Substituted for the heading “Application for allotment of Director Identification Number.” by Companies (Appointment and Qualification of Directors) Amendment Rules, 2018 vide Notification No. G.S.R. 51(E) dated 26th January, 2018.

[8] Substituted by Companies (Appointment and Qualification of Directors) Amendment Rules, 2018 vide Notification No. G.S.R. 51(E) dated 26th January, 2018. Prior to substitution it read as under:

“Every individual, who is to be appointed as director of a company shall make an application electronically in Form DIR-3, to the Central Government for the allotment of a Director Identification Number (DIN) along with such fees as provided in the Companies (Registration Offices and Fees) Rules, 2014.”

[9] Inserted by Companies (Appointment and Qualification of Directors) Amendment Rules, 2018 vide Notification No. G.S.R. 51(E) dated 26th January, 2018.

[10] Substituted by Companies (Appointment and Qualification of Directors) Amendment Rules, 2018 vide Notification No. G.S.R. 51(E) dated 26th January, 2018. Prior to substitution it read as under:

“Form DIR-3 shall be signed and submitted electronically by the applicant using his or her own Digital Signature Certificate and shall be verified digitally by—

(i) a chartered accountant in practice or a company secretary in practice or a cost accountant in practice; or

(ii) a company secretary in full time employment of the company or by the managing director or director of the company in which the applicant is to be appointed as director.”

[11] Inserted by the Companies (Amendment) Act 2017 vide Notification No. File No. 1/1/2018-CL.I dated 9th February, 2018.

[12] Inserted by the Companies (Appointment and Qualification of Directors) fourth Amendment Rules, 2018 vide Notification No. File No. 1/22/2013-CL-V (Pt. III) dated 5th July, 2018 effective from 10th July, 2018.

[13] Inserted by the Companies (Appointment and Qualification of Directors) fourth Amendment Rules, 2018 vide Notification No. File No. 1/22/2013-CL-V (Pt. III) dated 5th July, 2018 effective from 10th July, 2018.

[14] Substituted for the words “DIR-3 KYC on or before 31st August, 2018.” by the Companies (Appointment and Qualification of Directors), Fifth Amendment Rules, 2018  vide Notification No.  F. No. 1/22/2013-CL-V, part-III dated 21st August, 2018.

[15] Substituted for the words “before 15th September, 2018” by the  Companies (Appointment and Qualification of Directors) Sixth Amendment Rules, 2018 vide Notification No.  F. No. 01/22/2013-CL-V, part-III dated 20th September, 2018.

[16]Substituted for the words “on or before 30th April of immediate next financial year” by the Companies (Appointment and Qualification of Directors) Amendment Rules, 2019 vide Notification No. G.S.R. 339(E) dated 30th April, 2019

[17]Inserted by the Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2019 vide Notification No. G.S.R. 368(E) dated 16th May, 2019.

[18] Inserted by the Companies (Appointment and Qualification of Directors) Third Amendment Rules, 2019 vide Notification F. No. 1/ 22/ 2o13-CL-V dated 25th July, 2019.

[19] Substituted for the words “who has been allotted ” by the  Companies (Appointment and Qualification of Directors) Third Amendment Rules, 2019 vide Notification F. No. 1/ 22/ 2o13-CL-V dated 25th July, 2019.

[20] substituted for the words “submit e-form DIR-3-KYC to the Central Government on or before 30th June of immediate next financial year ” by the  Companies (Appointment and Qualification of Directors) Third Amendment Rules, 2019 vide Notification F. No. 1/ 22/ 2o13-CL-V dated 25th July, 2019.

[21] Inserted by the Companies (Appointment and Qualification of Directors) Third Amendment Rules, 2019 vide Notification F. No. 1/ 22/ 2o13-CL-V dated 25th July, 2019.

[22] Inserted by the Companies (Appointment and Qualification of Directors) Fourth Amendment Rules, 2019 vide Notification No. G.S.R. 750(E). dated 30th September, 2019.