Identifying person through some specific numbers are not new concept in India. Government has issued and allotted various identities to individual for their easy identification like PAN, Aadhaar etc.
One such identification is “Director Identification Number” popular in corporate sector. Generally called as its abbreviated name DIN, this 8-digit number provide separate identity to Directors of the Company.
Every person who intends to act as Director has to mandatorily have DIN alternatively it can be said without DIN no person can act as a Director.
Companies Act, 2013 explains the definition, process for application, allotment of DIN etc that we will briefly undergo in this article:
What is DIN?
As per the definition given in section 2(1)(d) of Companies Act, 2013 (Act):
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 existing 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:
Provided further that “Director Identification Number” (DIN) 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;
In light of above said definition it can be summarised:
DIN are the identity numbers for existing Directors and for persons who are willing to get appointed as Director. Further as Limited Liability Partnership appoints designated partner, such DIN will be considered as Designated Partnership Identification Number (DPIN).
Therefore, a person already having DIN need not to apply for separate DPIN to act as Designated partner in any LLP.
Is DIN mandatory for Directors?
Yes, the definition of DIN is itself very clear that every Director should have DIN. Further as per section 152 of the Act,No person shall be appointed as a director of a company unless he has been allotted the Director Identification Number under section 154 or any other number as may be prescribed under section 153 of the Act.
Who can allot DIN?
Companies Act, 2013 has given power to the Central Government to allot DIN, however as per Notification no. F. No. 1/6/2014-CL-V dated 21st May 2014 issued by Ministry of Corporate Affairs, the Central Government 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.
The office at Noida is generally called as DIN cell
How to apply for DIN?
As per section 153 of the Act, every individual intending to be appointed as director of a company shall make an application for allotment of DIN to the Central Government in Form DIR 3.
Further as per the proviso of section 153 of the Act, the Central Government may prescribe any identification number which shall be treated as DIN for the purposes of this Act then such person need not to apply for DIN.
For example, if some high-designated personnel is to be appointed as Director, Central Government has power to exempt them from application of DIN and may prescribe any other identification number as DIN like PAN of such person.
What Forms to be submitted for application of DIN?
As per rule 9 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (“Rules”) DIN can be allotted in two ways:
- Application through Eform DIR 3
- Application through incorporation form i.e. Spice+
In case an existing Company is willing to appoint a person as Director who do not holds DIN then such person will file EForm DIR 3 which is to be certified by the applicant and by any of the Director of the Company in which the applicant is proposed to be appointed.
In case of incorporating a new Company, if individual do not hold DIN then they can directly apply for DIN in the company formation application i.e. Spice +
However, the particulars of maximum three directors shall be mentioned in Spice+ and DIN may be allotted to maximum three proposed directors through Spice+
Time frame to allot DIN?
As per section 154 of the Act, when an application is filed by the applicant, the Central Government shall within one month of making application shall allot DIN to the applicant.
As per rule 10 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (“Rules”) after submission of form DIR-3 an application number shall be generated by the system automatically which is mentioned on the payment acknowledgment.
After generation of DIN, the Central Government process the applications received for allotment of DIN, upon approval the same is communicated to the applicant within a period of one month from the receipt of such application.
The Director Identification Number so allotted under the rules is valid for the life-time of the applicant and shall not be allotted to any other person.
In case of any defect it shall give intimation of such defect by placing it on the website and by email to the applicant directing to rectify such defects or incompleteness by resubmitting the application within a period of fifteen days of such placing on the website and email.
Can DIN be rejected?
Yes, Central Government has power to reject the application and direct the applicant to file fresh application with complete and correct information, where upon resubmission the defect has been rectified partially or the information given is still found to be defective;
Also, if the form not resubmitted within the prescribed resubmission period, The Central Government can treat and label such application as invalid in the electronic record.
It is important to note that 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.
Can more than one DIN of Directors be allotted?
As per section 155 of the Act, there is prohibition to obtain more than one DIN. No individual, who has already been allotted a Director Identification Number under section 154, shall apply for, obtain or possess another Director Identification Number.
The Director Identification Number so allotted under the rules is valid for the life-time of the applicant and shall not be allotted to any other person.
How to Indicate DIN?
As per section 158 of the Act, every person or company, while furnishing any return, information or particulars as are required to be furnished under this Act, shall mention the DIN/ in such return, information or particulars in case such return, information or particulars relate to the director or contain any reference of any director.
Is there any Penalty for non-compliance of DIN provisions?
Yes, as per section 159 of the Act, if any individual or director of a company makes any default in complying with any of the provisions of:
Section 152: Appointment of Directors
Section 155: Prohibition to Obtain More than One Director Identification Number.
Section 156: Director to Intimate Director Identification Number
such individual or director of the company shall be
liable to a penalty which may extend to Rs. 50,000
and where the default is a continuing one, with a further penalty which may extend to Rs. 500 for each day after the first day during which such default continues.
Is it mandatory to intimate any change in details of DIN?
As per rule 12 of the Rules, every individual who has been allotted a director identity number shall in the event of any change in his particulars as stated in Form DIR-3/spice+ intimate such change(s) to the Central Government within a period of 30 days of such change(s) in Form DIR-6.
The Central Government, upon being satisfied, after verification shall incorporate the said changes and inform the applicant and confirm the effect of such change in the electronic database maintained by the Ministry.
The DIN cell shall also intimate the change(s) in the particulars of the director 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.
Points to Remember
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As per rule 9 of the Rule, 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
Thus, before apply for director identification number it is mandatory to apply for Digital Signature.
Please note that, earlier class 2 DSC serves the purpose for filing forms at the portal of Ministry of Corporate Affairs. However, Controller of Certifying Authorities has issued a guidance note on 26th November 2020, stating that procurement of new class 2 DSC shall discontinue from 1st January 2021 and only class 3 DSC would be procured to work but existing class two DSC would continue to work.
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As per rule 9(4) of the Rulesin 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
Concluding above, every person who are intending to act and work as Director or Designated partner in any Company or LLP, he/she must comply with the provisions as specified under the Act.
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