Secretarial compliance calendar
DIR-12: company report of appointment, cessation or role change — workflow
Company through its genuine eligible authorised signatory, with the current separate director-consent declaration where applicable and actual practising-professional verification.
Define the obligation before assigning the task
The company reports actual director/KMP appointments, cessations and designation changes through the correct event branch. The form does not create the appointment authority, override disqualification or replace actual consent and eligibility checks.
G.S.R. 38(E), prescribed format effective 23 January 2023, read with the current controlling Act/rule. Fictional October 2026 example; no actual application, signature or approval.
Related guide: Form reference and completed fields
Walk the event through the calendar
The fictional Aurelia company appoints Mira Example as an additional, professional, non-executive director on 1 October 2026 under an assumed valid articles/section161(1) Board power. Existing two directors become three. Her DIN was genuinely assumed allotted before appointment; her actual consent and eligibility evidence are assumed received beforehand. The company drafts DIR-12 on 21 October.
1. Establish the event and evidence
Confirm genuine appointing authority, articles, DIN, eligibility, consent, directorship limits and the exact office/event before its effective date.
2. Prepare the correct document
Complete the current event table and other-interest/KMP branches, genuine resolution or cessation evidence and the actual integrated consent/signature requirements.
3. Submit and follow through
Submit within the controlling event period, retain the real acknowledgement, update the section170 register and track an additional director’s separate AGM/tenure and later appointment requirements.
Record the controls and reconcile the outcome
| Control to record | Worked scenario |
|---|---|
| 4–5 KMP events | 0 separate manager/secretary/CEO/CFO events; this director-only example does not populate dummy KMP records. |
| 6 INC-28 / attachment | Not an order-based appointment; no INC-28 SRN. Genuine 01/10/2026 Board resolution and applicable original consent/eligibility evidence are required. |
| Director consent | The 2023 form contains a separate integrated consent/declaration and director DSC block; no click, signature or declaration execution simulated. |
| Company / professional execution | Not signed. No DSC, certification, SRN, filing or approval has occurred. Actual Board-authorised company verifier and required practising-professional certificate are distinct from the appointee’s consent. |
- Two serving directors plus one appointee gives three. The DIR-12 person count is one reported event, not three total serving directors.
- For this section170(2)/Rule18 appointment example, the 30-day point is 31 October 2026; the 21 October draft is 20 days after appointment. The actual filing is still required.
- An additional director’s statutory tenure under section161(1) is a separate issue: up to the next AGM or its last permissible date, whichever is earlier. DIR-12 is not a permanent appointment or a substitute for the later valid member action.
- The current form integrates consent. Preserve genuine section152(5)/Rule8 consent evidence and use the actual portal declarations; do not tell users to manufacture a separate uploaded DIR-2 as the sole current field requirement.
Keep the source and example with the working papers
Official prescribed referenceWorked field example — fictionalThis is the same form, version and scenario as the linked detailed reference. The full field table is maintained there; this page concentrates on responsibilities, sequencing and evidence. No sample creates a DSC, professional certification, approval or acknowledgement. It is a static educational illustration with deliberately invalid synthetic identifiers.
Primary authorities and exact locators
- G.S.R. 38(E), physical p41 commencement and Rule14 changes; DIR-12 pp68–73: company, director/KMP event tables, other interests, INC-28 reference branch, attachments, integrated director consent and company/professional execution.
- Companies Act, 2013: the sections expressly identified in the form and explanatory workflow; source copy, read with the specific later rules linked here.
- Current section168(1) optional director route;168(2) later receipt/specified effectiveness and continuing past-tenure liability.
- Current Rule16: optional DIR-11 within30 days; actual restricted foreign-director authorisation branch.
Close the task using the actual result
The current form integrates consent. Preserve genuine section152(5)/Rule8 consent evidence and use the actual portal declarations; do not tell users to manufacture a separate uploaded DIR-2 as the sole current field requirement.
Retain the actual submitted or issued version together with the source records described above. If the authority requests a correction or a required approval has not arrived, preserve that status and the response trail; a saved draft is not evidence of completion.