Shruti Chawla (CS) (258 Points)
23 June 2010Hi,
A company appointed an additional Directro somewhere in year 2008. Den in the AGM for 2009 he was appointed as a normal director but form 32 wasnt files. so in the MCA records he is still being shown as an additional director.
Now if the Form - 32 is files with all the late fees would it suffice? or anything else is neede to be done? it is a public limited company.
vivek
(CS)
(751 Points)
Replied 23 June 2010
I think u can file the form 32 under CLSS and regularise his appointment from the said date of 2008
Now, You can file the Form 32 with ROC and by default the CLSS Scheme will be applicable to you.
Moreover, Filling of Form 32 for making the Additional Director to Director is not compulsory. It is the mistake of the MCA21 Programme, So, that’s why we have to compulsorily file Form 32.
Otherwise, As per Section 303 of the Companies Act, 1956, For the purpose of the Regularization Form 32 Filling is not required.
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Ankur Shah (Practicing Company Secretary)
Ahmedabad, Gujarat - 380015
Mobile: +91-90330 03922, 94276 33901
E-Mail: ankur @ csankur.com
Website: www.csankur.com
Blog: www.csankur.blogspot.com
Priti
(Company Secretary)
(96 Points)
Replied 23 June 2010
You can file Form 32 with ROC w.e.f. your actual date of AGM in which the Director was regularised and pay additional fees. By default the CLSS Scheme will be applicable to you and additional fee will be nominal.
Rupal
(assistant)
(83 Points)
Replied 23 June 2010
You can file back dated Form- 32 and regularise his appointment
Sooraj Nandan
(Company Secretary)
(200 Points)
Replied 27 June 2010
Please clarify the section 303(2) of the Companies Act. Under this section it is telling that if any change is there we have to file the return. Is the Additional director to Director does not constitute a change?
Look at the Provision carefully,
Section 303 (2) The company shall, within the periods respectively mentioned in this sub-section, send to the Registrar a return in duplicate in the prescribed form containing the particulars specified in the said register and a notification in duplicate in the prescribed form of any change among its directors, managing directors, secretaries and treasurers], managers or secretaries, specifying the date of the change. The period within which the said return is to be sent shall be period of thirty days
If you look at the Highlighted text above It says that Change amongst the Directors,
And at that time The Legislature is not talking about the Change in the Designation, But It says that, If there is change in the Formation of the Board by the Appointment, Retirement, Removal of the Director, then It is to be intimated to ROC…
Vishal Dang
((Company Secretaries))
(93 Points)
Replied 28 June 2010
Dear,
Govt has long back issued circular No.3/1/80-CL-V dated 1.9.80 clarifying that appointment of additional director u/s 260 or a director appointed in casual vacancy u/s 262 at the AGM constitutes a change within the meaning of Sec.303(2) and hence form 32 needs to be filed. This is applicable to all companes whether private or public.
Vishal
My Dear friend, you wrongly interpreted either Mine or Govt. Clarification
Form 32 is definitely required to be filed in the cases enumerates by you, But For the Regularization of them Form 32 is not required to be filed…
e.g. Making Additional Director to Director
MD to Director, etc.
Because in these cases, Formation of the Board doesn’t change, Its only the Change in designation..
Vishal Dang
((Company Secretaries))
(93 Points)
Replied 28 June 2010
Dear,
since change of director to WTD or MD requires the filing of form 32 even it does not constitute to change in Board but the change in designation.
Members view are solicited
Regards
Vishal
@ Vishal Dang
You are filling Form 32 for that purpose, Because you want to show the designation of your directors as the MD/WTD in the List of Signatories of MCA.
I am asking you, why are you filling the Form 25C with the MCA????
You are filling that form for the Intimation to the ROC, that Your Company has appointed the MD/WTD/Manager of Changed the terms of Appointment Contract..
Why, We have to file 2 E-Form and pay 2 times the Fees for the same purpose????
Dear Friend think logically, Law is Perfectly Logical, Only Problem is that Our MCA System is not logical.. So, Lots of person gets confused and File the Form 32 every time..
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Ankur Shah (Practicing Company Secretary)
Ahmedabad, Gujarat - 380015
Mobile: +91-90330 03922, 94276 33901
E-Mail: ankur @ csankur.com
Website: www.csankur.com
Blog: www.csankur.blogspot.com
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