Procedure for change in category of Director from Independent to Promoter Diretor

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If you've mistakenly filed a DIR-12 form categorising a director as 'Independent' instead of 'Promoter', you'll need to rectify this error. The process involves passing a Board Resolution to approve the correction and then re-filing the DIR-12 form with the accurate 'Promoter' category. If the MCA portal doesn't allow direct edits, you must submit a formal representation to the Registrar of Companies (ROC) requesting the master data be updated. Ensure you have all supporting documents, such as the Board and AGM resolutions, ready for submission.

sudheer kumar

sudheer kumar (Querist)

26 November 2025 We have appointed Additional Director(appointed by Board) as Regular Director in AGM.But category was wrongly selected as Independent instead of Promoter while filing DIR-12.

Please help us the procedure for how to change the category of Director from Independent to Promoter

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)

27 November 2025 To correct a wrongly filed DIR-12 where a director was marked as Independent instead of Promoter, you need to pass a Board Resolution approving the correction, re-file DIR-12 with the correct category, and attach supporting documents (Board Resolution + AGM resolution if applicable). If the MCA portal does not allow direct correction, you must make a representation to the ROC requesting rectification of the director’s category in the master data.

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)

27 November 2025 Board Resolution
- Convene a Board Meeting to record that the director was wrongly categorized as Independent.
- Pass a resolution approving the correction to Promoter Director.

Check AGM Resolution
- Since the appointment as Regular Director was already approved in the AGM, ensure the AGM resolution clearly states the director’s correct category (Promoter).
- If not, pass a clarifying resolution in the next Board Meeting.

Filing DIR-12 (Correction)
- File a fresh DIR-12 under “Change in Designation” with the correct category (Promoter).
- Attach:
- Certified copy of the Board Resolution.
- AGM resolution (if applicable).
- Consent to act as Director (Form DIR-2, if not already filed).

ROC Representation (if portal does not allow correction)
- Write to the ROC explaining the error and requesting rectification in the MCA master data.
- Attach supporting documents (Board Resolution, AGM resolution, copy of earlier DIR-12 filed).
- ROC has the power to update the records upon representation.

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)

27 November 2025 Key Compliance Points
- DIR-12 Timeline: Normally within 30 days of change. Since this is a correction, file immediately with an explanatory covering letter.
- No Penalty for Bona Fide Error: If you act promptly and explain, ROC usually allows rectification without penalty.
- Audit Defense: Keep a clear trail of resolutions and correspondence with ROC to demonstrate transparency.

sudheer kumar

sudheer kumar (Querist)

27 November 2025 Since we are correcting category of Director,There will be no other change in fields of the DIR-12 except the category.could you please clear the below queries with regard to DIR-12 form

1.Can we keep purpose as Change in designation as no other option is suitable.
2. Can we keep Date which is same as what we kept while filing original DIR-12.

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)

27 November 2025 - Yes — when correcting the category/designation of a director, the correct purpose in DIR‑12 is “Change in designation”, since no other option fits.

- No — the date must reflect the actual date of change/approval by the Board (not the original filing date). Using the old date would be inconsistent with MCA requirements.

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