File the form-32

This query is : Resolved

Khalid (Querist)
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10 August 2012 Kindly advise us on the following:

X is GM-F & Company Secretary of RIP Ltd was holding charge of the Company Secretary position in addition to his responsibilities. it was decided to appoint a Company Secretary. Accordingly, RIP Ltd had recruited Z who is a qualified Company Secretary vide appointment letter dtd 16th March 2012 and the same was accepted & resumed to duty by Z on 22nd May 2012. Accordingly Z had been appointed as Company Secretary of RIP Ltd with effect from 6th June 2012 vide Circular Resolution of the Board dated 28th May 2012 in place of X. Subsequently, Z went on leave from 7th June 2012 and subsequently resigned from the Company with effect from 19th June 2012, the letter of resignation received by the Company only on 16th July 2012 and the Company has accepted his resignation and relieved him from duty on 20th July 2012.

Company was yet to file the form-32 for the Appointment & resignation of the above case. In the meanwhile Company is in the process of appointing another Company Secretary.

following are the clarification:
1. Whether Company need to file Form-32 for the appointment of Z as Company Secretary and resignation of X as Company Secretary
2. Whether Company need to file form-32 for resignation of Z as Company Secretary
3. Who would be the Company Secretary of the Company during the period after resignation of Z
4. Whether there are any Contravention of the Companies Act 1956 in this regard

Your kind advice would be of much help to us

CS Priyanka Jaiswal

CS Priyanka Jaiswal (Expert)
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11 August 2012 Khalid, Reply to your query are as follows:

1. Yes, the company has an obligation to file form 32 for resignation of X and appointment of Z in his place.
2. Yes, once you file form32 for X's resignation and Z's appointment it becomes obligatory on your part to file form 32 showing him resigning on 20th July, 2012.
3.No one would be the CS of your company after the resignation of Z until and unless your company appoints a new one. To save your self you can show a back dated appointment of a CS from 21st July, 2012 as soon as your company finds a new c.s or else you can also re-appointment Mr. X as C.S w.e.f from 21st July, 2012
4. If your company fulfills the criteria as required u/s 383A of the Companies Act, 1956 which deal with appointment of CS then you will be definitely violating 383A.

If you can file all the form 32 as required you can surely save yourself from any vilation.

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Khalid

Khalid (Querist)
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13 August 2012 Madam, thanks for the information. But we came to know that the person Z was not resigned from the previous orhganiatison and form-32 was not filed and i came to know that form-32 would not possible to file if Z name is appear as Secretary of another company in MCA poertal. Kindly advise

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