Companies Act 2013 · Rules · G.S.R. 259(E)
Companies (Appointment and Qualification of Directors) Rules, 2014
Who must have a woman director or independent directors, independent director qualifications and the databank, DIN allotment, director KYC, disqualification, resignation and the register of directors and KMP.
Last checked: 27 October 2026 against the Ministry of Corporate Affairs consolidated rules text.
| Notification | G.S.R. 259(E) dated 31 March 2014 · made for Chapter XI of the Act |
|---|---|
| Act sections | 149, 150, 151, 152, 153, 154, 155, 156, 157, 160, 164, 168, 170 |
| MCA forms | DIR-2, DIR-3, DIR-3 KYC Web, DIR-5, DIR-6, DIR-8, DIR-10, DIR-11, DIR-12 |
| Latest amendment | Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, G.S.R. 943(E) dated 31 December 2025 In force from 31 March 2026: director KYC moves to once every three years. MCA's text confirms rules 11 and 12A were amended by the 2025 Amendment Rules. The G.S.R. number and date come from published reports of the Gazette notification. Source: MCA text + Gazette reports · 19 amending notifications shown in MCA's text |
The rules, one by one
Rule numbers and headings follow MCA's consolidated text. Rule 1 (short title) and rule 2 (definitions) are left out unless they matter in practice. The notes are a plain-English guide, not the rule text.
| Rule | Heading | What it says |
|---|---|---|
| 3 | Woman director | Every listed company, and every other public company with paid-up capital of ₹100 crore or more or turnover of ₹300 crore or more, must have at least one woman director. |
| 4 | Number of independent directors | A public company with paid-up capital of ₹10 crore or more, turnover of ₹100 crore or more, or outstanding loans, debentures and deposits above ₹50 crore needs at least two independent directors. Unlisted joint ventures, wholly owned subsidiaries and dormant companies are excluded. |
| 5 | Qualifications of independent director | |
| 6 | Independent director databank | An independent director registers in the databank kept by IICA and passes the online proficiency test unless exempt. |
| 7 | Small shareholders' director | |
| 8 | Consent to act as director | Consent is given in DIR-2. |
| 9 | Application for DIN | A DIN is applied for in DIR-3, or through SPICe+ for first directors. |
| 10 | Allotment of DIN | |
| 10A | Intimation of DIN to company | |
| 11 | Cancellation, surrender or deactivation of DIN | Amended in 2025. |
| 12 | Change in DIN particulars | Changes in DIN particulars are filed in DIR-6. |
| 12A | Directors KYC | Under G.S.R. 943(E), from 31 March 2026 KYC is filed in DIR-3 KYC Web once every three financial years by 30 June. Changes in mobile number, email or address are reported within 30 days. The DIN is deactivated if KYC is not filed. |
| 12B | Directors of companies required to file ACTIVE | |
| 13 | Notice of candidature (section 160) | |
| 14 | Disqualification under section 164(2) | A director gives intimation in DIR-8. The company applies to remove the disqualification in DIR-10. |
| 15 | Notice of resignation of director | The company files DIR-12 within 30 days of the resignation. |
| 16 | Copy of resignation by the director | The director may send a copy to the Registrar in DIR-11. |
| 17 | Register of directors and KMP | |
| 18 | Return of particulars of directors and KMP | Appointments and changes are filed in DIR-12 within 30 days. |
Related
- Director and office change problems and solutions
- Section 149 explainer
- Section 164 explainer (disqualification)
- All Companies Rules · Companies Act 2013 ready reckoner
Other rules explained in detail: Incorporation Rules · Share Capital and Debentures Rules · Acceptance of Deposits Rules · Management and Administration Rules · Accounts Rules · Audit and Auditors Rules · Meetings of Board and its Powers Rules
Sources: Ministry of Corporate Affairs, Acts & Rules e-book (consolidated rules with amendment notes), and the Gazette of India notifications named on this page. This page is a plain-English guide, not the text of the rules. Check the current rule on the MCA portal before relying on it.