Whole-time directors

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GIRISH SHARMA (Querist)
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03 October 2014 Can a Director of a pvt. ltd. co. be treated as WTD on the basis that he is drawing salary ? Or is there any formal procedure to appoint a Director as WTD ?

Is there any requirement of informing the ROC (vide any form) that a Director is appointed as a WTD in case of a pvt. ltd.co. under the Companies Act 1956 & 2013 ?

Ankur Garg

Ankur Garg (Expert)
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03 October 2014 Dear Girish,

Appointment of WTD is not compulsory in a Private Company. However by passing board resolution you may appoint a person as WTD.

Within 30 days of appointment as WTD you have to file form DIR.12 with ROC.

Revert if there is any doubt.

Thanks

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GIRISH SHARMA

GIRISH SHARMA (Querist)
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04 October 2014 Dear Sir,

Many thanks for your reply.

Can there be TWO WTD in a pvt. ltd. co. ?

What if the board resolution was passed in Jan' 2012 & the RoC form was not filed ? Can this be filed now with late fees ?

Regards
Girish

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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03 August 2025 Hey Girish! Here’s the detailed info you need on Whole-Time Directors (WTD) in a Pvt. Ltd. Company:

1. Can a Director be treated as WTD just because he draws salary?
No. Merely drawing a salary does not make a Director a Whole-Time Director.

WTD means a director who is in full-time employment of the company and is appointed as such by the Board/Shareholders with a formal resolution.

So, there must be a formal appointment of the Director as WTD via Board Resolution.

2. Is there a formal procedure to appoint a Director as WTD?
Yes, the company must pass a Board Resolution appointing the Director as Whole-Time Director.

In many cases, this appointment also needs shareholders’ approval depending on the Articles of Association or Companies Act provisions.

3. Is there a requirement to inform ROC about the appointment of a WTD?
Yes.

Under both Companies Act 1956 and Companies Act 2013, you must file Form DIR-12 with the ROC within 30 days of appointing a WTD.

This form informs ROC about the appointment and terms of WTD.

4. Can there be two WTDs in a Private Ltd. Company?
Yes, there can be more than one WTD if the Board so resolves and it complies with the company’s Articles of Association and any applicable law.

5. What if the Board Resolution was passed but DIR-12 was not filed on time?
You can file the DIR-12 belatedly, but you’ll have to pay late fees as prescribed under the Companies Act.

It’s important to file it ASAP to avoid further penalties.

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