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BACKGROUND
On 31 December 2025, the Ministry of Corporate Affairs ("MCA") notified the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, effecting a substantive revision to Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014 ("Rules"). The amendment, which comes into force on 31 March 2026, substitutes the existing Rule 12A governing Directors' KYC requirements.
KEY AMENDMENTS INTRODUCED
The substituted Rule 12A introduces a recalibrated compliance model comprising both periodic verification and event-based updation obligations.
| Particulars | Earlier Rule 12A | Amended Rule 12A |
| Primary form | e-form DIR-3 KYC | DIR-3 KYC Web |
| Filing frequency | Annually | Once every three years |
| Filing deadline | 30 September of the immediate next financial year | 30 June of the relevant triennial year |
| Change-based updates | No fixed timeline. Any change to the director's personal phone number or email address was supposed to be updated by filing e‑Form DIR‑3 KYC on or before 30 September of the relevant financial year | Any change to the director's personal phone number, email address, or residential address must be updated by filing Form DIR‑3 KYC Web within 30 days of such change |
OUR THOUGHTS
The substitution of Rule 12A reflects a deliberate move by the MCA to transition from volume-based compliance to an accuracy-driven regulatory model. While the triennial filing cycle eases repetitive compliance, the introduction of strict, event-triggered update obligations increases execution risk where director information is outdated or inadequately tracked.
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