Question ID :
44947
Appointment of Director
Additional director was appointed before AGM of a small private limited company. This appointment was regularized in the AGM duly held, but the necessary DIR-12 for the change of designation of Director from Additional to normal couldn't be filed due to death of another director. Now after the appointment of non-executive director after the how the designation of additional director can be changed
Posted by
CA. SURAJ KUMAR CHOUDHARY
on
Dec 26, 2025
Filed Under
Companies Act, 2013
An Additional Director appointed under Section 161 holds office up to the date of the AGM. If such a director is regularised in the AGM, he/she automatically becomes a regular Director from the date of the AGM. In the present case, although DIR-12 for the change in designation was not filed due to the demise of another director, the legal status of the director remains valid as a regular director from the AGM date.
To update ROC records, the company should now:
a) File DIR-12 (Change in designation)
b) Mention AGM date as the effective date
c) Attach AGM resolution
d)Pay additional (late) fees
The subsequent appointment of another director does not affect this compliance.
Posted by
CA. SATISH CHAND GARG on
Apr 03, 2026