Form 32 for cessation of additional directors

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Querist : Anonymous

Querist : Anonymous (Querist)

22 November 2013 Two of the Additional Directors in our clients co. are retired at the AGM. So now we need to file Form 32 for their vacation of office. my question is what would be the evidence of cessation as it is a mandatory requirement for filing form 32 in case of cessation

Ajay Mishra

Ajay Mishra (Expert)
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22 November 2013 You can file cessation letter from such director or you attach Board Resolution for such resignation.

Querist : Anonymous

Querist : Anonymous (Querist)

22 November 2013 m little confused sir....
1.Additional Directors vacate office in AGM so when do we have to hold board meeting ???
Sir, if possible can you provide me with the aforesaid board resolution...
2. cessation letter should be given by the additional director??

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Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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25 July 2024 Filing Form 32 for the cessation of Additional Directors involves specific requirements and procedures as per the Companies Act, 2013. Here are the answers to your questions:

1. **Board Meeting Requirement**:
- In the case of cessation of Additional Directors due to retirement at the AGM, typically the Board of Directors would have discussed and approved this during the AGM itself. The board meeting to formally accept their retirement and record their cessation can be held either during the AGM or shortly after, as per the convenience and timing decided by the board.
- There's no specific requirement to hold a separate board meeting just for the cessation of directors if it has already been duly recorded and approved during the AGM proceedings.

2. **Evidence of Cessation**:
- The evidence of cessation for filing Form 32 includes:
- Board resolution confirming the retirement of Additional Directors at the AGM.
- Minutes of the AGM reflecting the retirement of the Additional Directors.
- The resignation letter submitted by the Additional Directors, if applicable.
- These documents serve as proof that the Additional Directors have ceased to hold office.

3. **Board Resolution for Cessation**:
- Here’s a sample format for the board resolution for cessation of Additional Directors:

```
"RESOLVED THAT pursuant to the retirement of [Name of Additional Director 1] and [Name of Additional Director 2] as Additional Directors of the Company at the Annual General Meeting held on [Date], the Board of Directors hereby acknowledges and records their cessation as Additional Directors of the Company with effect from [Date of AGM].

FURTHER RESOLVED THAT [Name of Director/Company Secretary] be and is hereby authorized to sign and file necessary forms and documents with the Registrar of Companies and to do all such acts, deeds, and things as may be necessary, expedient, or incidental thereto."

```

- Ensure that the resolution specifies the names of the Additional Directors who have retired and the effective date of cessation.

4. **Cessation Letter by Additional Directors**:
- It is not mandatory for the Additional Directors to provide a cessation letter if their retirement has been duly recorded in the minutes of the AGM and acknowledged by the board through a resolution. However, if they have submitted resignation letters voluntarily, these can be retained for internal records but may not necessarily need to be filed with Form 32.

5. **Filing Form 32**:
- Once the board resolution is passed and the necessary documents are prepared, Form 32 needs to be filed with the Registrar of Companies (RoC) within 30 days from the date of cessation of the directors.
- Attach the board resolution and other supporting documents as mentioned above while filing Form 32.

Ensure compliance with all relevant provisions of the Companies Act, 2013, and maintain proper documentation for audit and future reference. If in doubt, it’s advisable to consult with a company secretary or legal professional for specific guidance tailored to your situation.