Change in Director - Private Company.

[Videha Jain]

Dear All,

Quick question - a Pvt Ltd company has two directors. Both want to resign, and two new directors are being appointed in their place. Can we file a single DIR-12 for all 4 changes (2 appointments + 2 cessations) simultaneously? Will the MCA portal throw a minimum director validation error if the effective dates are the same?

Videha Jain
Mobile No. 7049730729/7000813788
Email: csvide...@gmail.com

[Vinod Kumar Agarwal]

No this is not feasible

V K Agarwal

98 101 94149

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[CA Rajesh Sewlani]

hi Videha

you can not file one DIR 12 for all four directors.  as per rules, person who is appointed or resigned can sign DIR 12.  so in this case, all 4 people name is appearing in DIR 12, there is no one to sign DIR 12

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Regards,

CA Rajesh Sewlani

 1307, Cosmos Towers | Sarovar Vihar Road | Sector 11 | CBD Belapur | Navi Mumbai 400614

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[Sam Ara]

Query Regarding dividend :

For the first time, the company declared and paid a dividend comprising the entire profits of FY 2024–25 along with an additional 10% of the previous year's profits. The dividend was paid in November 2025.

The company is now proposing to declare a dividend for the second time by distributing the entire profits of the current financial year.

The question is whether the company can also utilize an additional 10% of the previous year's profits while declaring this second dividend.

Kindly confirm the correct approach on this matter.

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[Arun Kumar Maitra]

An interested director cannot sign the DIR-12.

At first new directors will be appointed and DIR-12 will be signed by one of the existing directors.

Thereafter,a separate DIR-12 has to be filed for cessation of office by the two directors.

However,if the company has a CS,then he can sign a single DIR-12 for both events since date of events were the same.

CA CS Arun Kumar Maitra 

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[Videha Jain]

Thank you all for guidance.

Videha Jain
Videha Jain & Co.
Practicing Company Secretary
Membership No. A63825, COP 28315
Peer Review Certificate No. 7391/2025

Mobile No. 7049730729/7000813788
Email: csvide...@gmail.com

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