All about Director Identification Number (DIN) of Director of a Company
Director Identification Number (DIN) means an identification number allotted by the Central Government to any individual, intending to be appointed as director or to any exiting director of a company, for the purpose of his identification as a director of a company: Provided that the Director Identification Number (DIN) obtained by the individuals prior to the notification of these rules shall be the DIN for the purpose of the Companies Act, 2013. Director Identification Number includes the Designated Partnership Identification Number (DPIN) issued under Section 7 of the Limited Liability Partnership Act, 2008 (6 of 2009) and rules made thereunder.
Qualification of Independent Director
An Independent director shall possess appropriate skills, experience, knowledge in one or more fields in Finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the company’s business. None of the relatives of an independent director, for the purposes of sub-clauses (2) and (3) of clause (d) of sub-section (6) of section 149-
- Is indebted to the company, its holding, subsidiary or associate company or their promoters, or directors; or
- Has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for an amount of fifty lakhs rupees, at any time during the two immediately preceding financial years or during the current financial year.
Small shareholder’s director
A listed company, may upon notice of not less than one thousand small shareholders or one-tenth of the total number of such shareholders, whichever is lower, have a small shareholders director elected by the small shareholders. There is nothing in this sub-rule shall prevent a listed company to opt to have a director representing small shareholders suo motu and in such a case the provisions of sub-rule (2) shall not apply for appointment of such director. The small shareholders intending to propose a person as a candidate for the post of small shareholders director shall leave a notice of their intention with the company at least fourteen days before the meeting under their signatures specifying the name, address, shares held and folio number of the person whose name is being proposed for the post of director and of the small shareholders who are proposing such person for the office of director. Provided that if the person being proposed does not hold any shares in the company, the details of shares held and folio number need not be specified in notice. The notice shall be accompanied by a statement signed by the person whose name is being proposed for the post of small shareholders director stating-
- His Director Identification Number (DIN);
- That he is not disqualified to become a director under the Act; and
- His consent to act as a director of the company.
Such director shall be considered as an independent director subject to, his being eligible under sub-section (6) of section 149 and his giving a declaration of his independence in accordance with sub-section (7) of section 149 of the Act. The appointment of small shareholders director shall be subject to the provisions of section 152 that-
- Such director shall not be liable to retire by rotation;
- Such director’s tenure as small shareholders’ director shall not exceed a period of three consecutive years; and
- On the expiry of the tenure, such director shall not be eligible for re-appointment.
Application for allotment of Director Identification Number
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 and DIN may be allotted to maximum three proposed directors through Form INC-32. 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. The applicant shall download Form DIR-3 from the portal, fill in the required particulars sought (therein, verify and sign the form) and after attaching copies of the following documents, scan and file the entire set of documents electronically-
- Proof of identity;
- Proof of residence;
- Board resolution proposing his appointment as director in an existing company;
- Specimen signature duly verified.
Form DIR-3 shall be signed and submitted electronically by the applicant using his 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. 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.
Allotment of DIN
On the submission of the Form DIR-3 on the portal and payment of the requisite amount of fees through online mode of an application number shall be generated by the system automatically. After generation of application number, the Central Government shall process the applications received for allotment of DIN under sub-rule (2) of rule 9, decide on the approval or rejection thereof and communicate the same to the applicant along with the DIN allotted in case of approval by way of a letter by post or electronically or in any other mode, within a period of one month from the receipt of such application. If the Central Government, on examination, finds such application to be defective or incomplete in any respect, it shall give intimation of such defer or incompleteness by resubmitting the application within a period of fifteen days of such placing on the website and email: Provided that the Central Government shall-
- Reject the application and direct the applicant to file fresh application with complete and correct information, where the defect has been rectified partially or the information given is still found to be defective;
- Treat and label such application as invalid in the electronic record in case the defects are not removed within the given time; and
- Inform the applicant either by way of letter by post or electronically or any other mode.
In case of rejection or invalidation of application, the fee so paid with the application shall neither be refunded nor adjusted with any other application. All Director Identification Numbers allotted to individuals by the Central Government before the commencement of these rules shall be deemed to have been allotted to them under these rules. The Director Identification Number (DIN) so allotted under these rules is valid for the lifetime of the applicant and shall not be allotted to any other person.
Intimation of allotment of DIN
Every director, functioning as a director in one or more companies on or before the 30th June, 2007 and who was not yet intimated his DIN to such company or companies shall, within one month of the receipt of Director Identification Number (DIN) 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. 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.
Cancellation or surrender or Deactivation of DIN
The Central Government or Regional Director, Noida or any officer authorized by the Regional Director may, upon being satisfied on verification of particulars or documentary proof attached with the application received along with fee as specified in Companies Registration Offices and Fees Rules, 2014 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; 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)-
- 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;
- 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.
Intimation of changes in particulars specified in DIN application
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 changes 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;
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;
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 act of such change in the electronic database maintained by the Ministry. 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. 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.
Notice of candidature of a person for directorship
The company shall, at least seven days before the general meeting, inform its members of the candidature of a person for the office of a director or the intention of a member to propose such person as a candidate for that office-
- by serving individual notices, on the members through electronic mode to such members who have provided their email addresses to the company for communication purposes, and in writing to all other members; and
- by placing notice of such candidature or intention on the website of the company, if any: Provided that it shall not be necessary for the company to serve individual notices upon the members as aforesaid, if the company advertises such candidature or intention, not less than seven days before the meeting at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district.
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