Rules 11 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Four short rules sit between the filing rules and the fee table, and each shows up in routine compliance advisory work on director changes and company searches. Rule 11 says what the Registrar checks before accepting a Form DIR-12 on a director's vacation or removal. Rule 13 says how fees are paid. Rules 14 and 15 say how documents in the electronic registry are inspected and copied. Rule 12, the fee rule, has its own articles. This article states these rules as amended up to G.S.R. 300(E) dated 21 April 2026 per the MCA e-book; later amendments should be checked.
Before approving or invalidating Form DIR-12 on a vacation or removal of a director, the Registrar verifies the board resolution, the notices of the board meeting and the minutes showing votes for and against. If the company has violated the Act or rules, he refers the matter to the Regional Director, who hears the director and conveys a decision within ninety days. Fees are paid by credit card, internet banking, remittance at an authorised bank counter or another approved mode. Anyone may inspect documents electronically on payment of fee, except resolutions under section 117(3)(g).
Rule 11: vacation or removal of directors
Sub-rule (1). On a vacation or removal of directors, before approving or invalidating Form DIR-12, the Registrar verifies the documents for correctness of contents and for adequate supporting documents, namely:
- a copy of the board resolution;
- copies of the notices sent for calling the board meeting; or
- a copy of the minutes of the board of directors reflecting the votes for or against.
The rule joins the three items with "namely" and "or"; read it as listing the supporting documents the Registrar looks for. A company filing DIR-12 for a removal should keep all three ready.
Sub-rule (2). If, on verification, the Registrar finds the company has violated any provision of the Act or rules, he refers the matter to the Regional Director concerned. The Regional Director inquires into the matter, giving an opportunity to the person who has been removed or has vacated as director, and conveys the decision to the Registrar within ninety days from the date of reference.
So a director who is removed, or who is shown as having vacated office, has a route to be heard where the Registrar refers the matter. The rule does not say what the Regional Director may decide; that depends on the Act. For the Act's provisions on filing resolutions and minutes, see our post on sections 117 and 118.
Rule 13: mode of payment
The fees, charges or other sums payable for filing any application, form, return or other document under the Act or any rule are paid by means of:
- credit card; or
- internet banking; or
- remittance at the counter of the authorised banks; or
- any other mode approved by the Central Government.
The rule names the modes and nothing more; the amounts are in the fee table. See our articles on filing fees and fees for applications and other items.
Rule 14: inspection in electronic form
The inspection of documents maintained in the electronic registry set up under rule 9, and otherwise available for inspection under the Act or rules, is made by any person in electronic form. Two conditions are built in: the document must be in the electronic registry, and it must be one the Act or rules make available for inspection. For the registry itself, see our article on rules 9, 10 and 10A.
Rule 15: inspection and copies
| Clause | What any person may do |
|---|---|
| (a) | Inspect any document kept by the Registrar, being documents filed or registered by him under the Act or the Companies Act, 1956, or a record of any fact required or authorised to be recorded or registered under the Act, on payment for each inspection of fee. |
| (b) | Require a certificate of incorporation of any company, or a copy or extract of any other document or any part of it, to be certified by the Registrar, on payment of fee. |
The 1956 Act is quoted as printed; check the current law. The rule does not print the fee amounts; the fee is as provided in the Fees Rules, and our fee articles quote it only as printed there.
The proviso, inserted by the notification of 29 May 2015, says that no person is entitled under section 399 to inspect or obtain copies of resolutions referred to in clause (g) of section 117(3) of the Act. The rule does not explain what those resolutions are; it points to section 117(3)(g). A reader who wants the resolutions a company filed under section 117 should note that this class is excluded from public inspection and copying.
Example
Maple Textiles Limited files Form DIR-12 reporting the removal of a director by resolution of the board. The Registrar, before approving, checks the board resolution, the notice of the meeting and the minutes showing who voted for and against. Finding that a provision of the Act appears to have been violated, he refers the matter to the Regional Director, who gives the removed director a chance to be heard and reports back within ninety days of the reference. Separately, a lender wants to look at the company's incorporation certificate and charge filings: it can inspect electronically on paying the fee, and can ask the Registrar to certify a copy.
Need help with a director change or an ROC search?
Director changes depend on the board papers being complete and consistent, and due diligence often starts with an inspection of the Registrar's records. For help with either, see our compliance advisory service.
Key takeaways
- The Registrar verifies board papers before approving or invalidating a DIR-12 on a vacation or removal.
- A suspected violation goes to the Regional Director, who hears the director and decides within ninety days of reference.
- Fees are paid by credit card, internet banking, authorised bank counter remittance or another approved mode.
- Inspection of electronic registry documents is in electronic form, on payment of fee.
- Resolutions under section 117(3)(g) cannot be inspected or copied under section 399.
Read next
- Rules 9, 10 and 10A: e-records, resubmission and the CPC
- Rule 12 and Annexure item I: filing fees
- Sections 117 and 118: filing resolutions and minutes
- Rules 1–6: definitions, offices, powers and seal
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.