COMPANY LAW:

Surrender of DIN- Procedure and Relevant Formats

Article explains Procedure for SURRENDER OF DIRECTOR IDENTIFICATION NUMBER (DIN) along with relevant Rules and Provisions of Companies Act, 2013.

Article also explains How a person can surrender his extra DIN, if he has multiple of DIN, Procedure for Filling of Compounding Application with the Regional Director in Form GNL-1, Procedure for Filling of Application with RD/NCLT and Procedure for Filling of Order of RD/NCLT in Form INC-28 to ROC.

Article further contains Draft Format of AFFIDAVIT, Board Resolution, Compounding Application for Multiple DIN and Form DIR-5.

Relevant Provision for DIN:

Section 153 of the Companies Act, 2013 Read with Rule 11 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Section 153:

As per section 153 of the Companies Act, 2013, Every Individual intended to be appointed as Director of the Company, shall make an application for allotment of DIN to the Central Government in such form and in such manner along with such fees as may be prescribed.

How a person can surrender his extra DIN, if he has multiple of DIN?

Section 153 of the Companies Act, 2013 read with Rule 11 of Companies (Appointment and Qualification) Rules, 2014.

Procedure to be follow-

1. The holder of multiple/duplicate DIN shall make an application for its Surrender to the Concerned Regional Director (RD).
2. The application shall be filed in Form DIR-5.
3. The Application shall be accompanied with a declaration on affidavit duly notarized “that he never been appointed as director in any Company and the said DIN has never been used for filling any documents with any”
4. The Form DIR-5 is physical Form so form DIR-5 will be attached in Form RD-1 and filed with Regional Director.

*Note- Form RD-1 is an E-Form which will be filed with Regional Director.

Attachments of Form RD-1 is as follows:

1. Form DIR-5 for surrender of DIN.
2. Self-attested copy of PAN Card of the applicant.
3. Self-attested copy of Passport of the applicant.
4. Board resolution
5. Affidavit for surrender of DIN.
6. After filling the E-form RD-1, the Regional Director shall check the form carefully.

Filling of Compounding Application with the Regional Director in Form GNL-1

After filling form DIR-5 as attachment in Form RD-1 an application for compounding of offence under section 441 of Companies Act, 2013 shall be Filed GNL-1.

The Compounding Application must include the followings:

1. A proper petition for compounding
2. Certified copy of form RD-1 filed with RD along with the Challan of the
3. Certified copy of Form DIR-5
4. Affidavit duly notarized
5. Authorization letter to the practicing professional on duly stamp paper.
6. Memorandum of Appearance (MOA) signed by the Practicing Professional.
7. Copy of show cause Notice.
8. Copies of last 3 years’ Financial Statements.

Filling of Application with RD/NCLT

1. In case maximum amount of fine does not exceeds Rs. 50,000, the application has to be filed with the RD. If fine exceeds Rs. 50,000, the application has to be filed with the NCLT.
2. Two sets of documents should be prepared:
3. One copy for filling with RD/NCLT
4. Another as office copy to record acknowledgment of submission.

In case RD/NCLT seeks any more information or evidence to support the case, the same may be filed in prescribed manner.

Filling of Order of RD/NCLT in Form INC-28 to ROC

On receiving the order of the RD/NCLT, the order shall be filed within 30 days from its receiving to the Concerned ROC in Form INC-28.

Draft Format of AFFIDAVIT

AFFIDAVIT

1. I _______________ , son of ______________born on______________ , Resident of ______________, City :______________ , Pin Code : ________, State : , (India) hereby confirm and verify that the particulars mentioned below are true and correct and also in agreement with the documents being attached to the application and I am solely responsible for its accuracy.
2. I have been allotted two Director Identification Numbers (DIN) by mistake

The numbers are:

1.DIN No: ______________

2.DIN No: ______________

iiia hereby apply for cancellation of the DIN No.: …. on the ground: –

The DIN has been applied and allotted by mistake and unintentionally.

iii.The DIN No. …. has been inoperative from the date of allotment. The Said number has not been used before Ministry of Corporate Affairs and/or any other authority and also, I am not holding the Directorship with any company.

iv.I shall hereby undertake and indemnify in writing to indemnify any person for any losses that may arise pursuant to cancellation of above DIN.

____________________

Signature of Deponent

Board Resolution

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE DIRECTORS OF ______________ PRIVATE LIMITED ON (DATE) AT ITS REGISTERED ADDRESS AT ________________ ,________________  , City :________________ , Pin Code :________________  State :________________ . AT 3.00 PM

Compounding of offence

Application for Compounding of offence: –

WHEREAS the Registrar of companies has filed [has issued a show cause notice for filing] a complaint for prosecution of the companies and its officers-in-default for violation of companies of section 137 of companies act 2013(‘the act’);

AND WHEREAS the aforesaid prosecution is in respect of an offence which is deemed to be a first offence within the meaning of clause (a) of the explanation to sub-section (2) of section 621A of the companies act 1956.

NOW THEREFORE, it is RESOLVED that an application to be made Registrar of companies pursuant to clause (a) of sub-section (3) of the said section of 621A of the Act for compounding the offence with the request to forward the same to the Central Government for necessary action.

Date:

Place:

For________________ , Private Limited

Compounding Application for Multiple DIN

BEFORE THE REGIONAL DIRECTOR, NORTH REGION Compounding Application in the matter of Section 153 of the Companies Act, 2013

AND

IN THE MATTER OF SECTION 441 OF THE COMPANIES ACT, 2013

(Name)________________ , the Petitioner, an individual residing at________________ , City :________________ , Pin Code : ________________ , State : __________, (India) most respectfully submit as under: –

1. That a show cause notice under sections 153 of the Companies Act, 2013 has been issued on th ______, 20__ by the Regional Director for violation of provisions of section 153 of the Companies Act, 2013 (‘Act’ for short)by possessing multiple DIN numbers which is punishable with a fine.
2. That I submit that the DIN: ________________ has been obtained by me vide the DIN Approval Letter dated________________, copy whereof is annexed herewith as Annexure A. I have used this DIN in incorporation of M/s. ________________ Private Limited (CIN: U________________), a Company incorporated under the provisions of the Companies Act, 2013
3. That the DIN: ___________ has been used in all annual filings, returns, forms etc. of
   M/s. ___________________- Private Limited with the Registrar of Companies and other applicable authorities.
4. That I further submit that the due to inadvertence without any mala fide intention, I obtained another DIN :___________ vide DIN Approval Letter dated ___________ , copy whereof is annexed herewith as Annexure B and this DIN has been used in the LLP/Company (CIN / LLPIN No. ___________) (‘L LP’ for short) which has already been struck off and the certificate with respect to that is also attached herewith as Annexure C.
5. That I further submit that the DIN: ___________has been obtained due inadvertence and without any mala fide intention from my part.
6. Further the DIN: has also not been used anywhere else except as disclosed in Clause 4 above and the said Company/LLP has also been dissolved now.
7. I further submit that I pray the DIN Number : ___________, be cancelled and the offence under section 266G be compromised and compounded as I have already made the application for cancellation of another DIN Number i.e. _____ in Form DIR 5 along with Form DIR 1 and other necessary papers and documents which were physically been delivered by speed post to the Regional Director (NR) Joint Director, Ministry Of Corporate Affairs,___________ , City : ___________, Pin Code :___________ , State : __________, (India) and I am also ready and willing to pay such nominal amount by way of compounding charges as may be determined by the Hon’ble Authority.

GROUNDS

1. I have obtained the Second DIN: ___________ erroneously and due to inadvertence with no mala fide intention. This DIN was used only in Company/LLP (CIN / LLPIN No.___________) and this Company/LLP is also struck off.
2. As on date of making of this application, this DIN: is not in use in any Company/ies or
   LLP/s.
3. I have used DIN: ___________in all annual filings, returns, forms etc. with the Registrar of Companies and other applicable authorities and nowhere the both the DIN were used simultaneously in a document/s or paper/s.
4. Upon inquiring upon the procedure of cancellation of multiple DIN, I had immediately made application to Regional Director (NR) for cancellation of the same with necessary documents.

Authority may kindly invoke the provisions of the said section and compound the defaults.

PRAYER

1. I pray to the Hon’ble Authority that to cancel the DIN: ___________as the application for the same has already been made in Form DIR 5 as an attachment of Form RD 1 and with other necessary papers and documents by physically.
2. I further pray to the Hon’ble Authority that the offence under section 153 of the Companies Act, 2013 may be pleased to compound on such reasonable terms and conditions as the Hon’ble Authority may determine for which act of kindness the petitioner shall remain grateful.

Dated day on this ___________th day of ______, 20__ at (City Name).

Date: ____/ __/20__

Place: ___________

(Name of Person)

Annexures to Application:

1. A) DIN Approval Letter of DIN: ___________;
2. B) DIN Approval Letter of DIN: ___________;
3. C) Notice of Struck of LLP;
4. E) Memorandum of Appearance;
5. F) Authority to Company Secretaries; and
6. E) Proof of Dispatch of Application for cancellation of DIN: ___________

Form DIR-5

Application for surrender of Director Identification Number

[Pursuant to section 153 & rule 11(f) of Companies (Appointment and Qualification of
Directors) Rules, 2014]

Photographs

1. Applicant’s name (Enter full name and do not use abbreviations)

(a) First name:

(b) Last name:

(c) Middle name:

2. DIN of the applicant:
3. Reasons for surrender of DIN:
4. Income-tax permanent account number: (mandatory for Indian nationals) (Details of the applicant shall be as per Income-tax PAN)
5. And any one of the following
6. Voter’s identity card number
7. Passport number
8. Driving licence number
9. UID
10. Permanent residential address:

(a) Address Line I Line II

(b) City

(c) State

(d) Country

(e) Pin code 2

(f) Phone

(g) Fax

(h) E-mail ID

7. Whether present residential address is same as permanent residential address:

? Yes

? No

8. Present residential address: (previous residential address, if not residing at the present residential address for more than 1 year)

(a) Address Line I Line II

(b) City

(c) State

(d) Country

(e) Pin code

(f) Phone

(g) Fax

(h) E-mail id

9. Other information, if any, which the applicant intends to submit with regard to this application:
10. Whether the application is being digitally signed by the applicant himself:

? Yes

? No

I hereby also declare that

(a) the information and other particulars given in this Form are true and correct.

(b) I have never been appointed as director in any company and the DIN has never been used for filing of any document with any authority.

____________________

Signature of the applicant:

Date:

Place:

Certification

I declare that I have been duly engaged for the purpose of certification/verification of this form. It is hereby certified that:

1. I have satisfied myself about the identity of the applicant based on the perusal of the original of the attached document

Note: In case where the applicant is residing outside India the particulars have to be verified from the documents duly attested by the attesting authority as prescribed.

1. I also verify having attested the photograph of the said person:

(i) who is personally known to me; or

(ii) who met me in person along with the original of the attested documents 4

1. It is further certified that all required attachments have been completely attached to this application
2. I have gone through the provisions of the Companies Act, 2013 and Rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachment(s)) from the original records maintained by the Company/applicant which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed. I further certify that:-
3. All the required attachments have been completely and legibly attached to this form;
4. I have kept a copy of this form and attachments thereto, in my records for future reference.
5. It is understood that I shall be liable for action under section 448 and 449 of the Companies Act, 2013 for wrong certification, if any found at any stage.

Verified by

Company Secretary in practice / Chartered Accountant in practice / Cost Accountant in practice Or Managing Director / Director / Secretary

Mandatory Attachments:

(1) Proof of Identity:

For Indian Nationals: (Any one of the following):

? Income tax Permanent Account Number Card

? Voter’s identity card

? Passport

? Driving licence 5

? Unique Identity Number (UIN)

For Foreign Nationals and Non-Resident Indians:

? Passport

? Others

(2) Proof of residence: (tick against the document being enclosed)

? Voter’s identity card

? Passport

? Driving license

? Electricity bill

? Telephone bill

? Bank account statement

? Others – Please specify

(3) Optional attachment(s), if any.