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Additional Directors in private company

Khushboo Maheshwari (Company Secretary) (548 Points)

08 June 2009

A and B are first directors of the private limited company with entire shareholding. Later they transfer their entire holding to C and D. In an EGM it is decided to appoint C and D as directors. My questiion here is can C and D be appointed as directors without using the DSC of the first directors or is it necessary to use the same

Further what if the DIN of A and B have lapsed. Now do we require to apply again for DIN of A and B then file DIN 3 and then file Form 32 for appointment

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7 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 08 June 2009

Hi Khushboo,

DSC of A or B would be required in order to sign Form-32 of appointment of C & D. To conclude i would say DSC of the first directors is necessary.

Regards

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Ajay Mishra (Company Secretary) (74337 Points)
Replied 09 June 2009

Hi Ms. Khushboo,

In your question A and B are transfering only their shairholding and not directorship, when u file form 32 regarding change in designation of Director, that form should be signed digitaly by the director authorised by Board. My suggestion is that the DSC of C and D is required for any further activity after their appointment as Director on EGM.

Regards

Ajay

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 12 June 2009

Dear Khushboo,

It is not necessary that every director of the company have DSC but,

Practically:-

When you are filing form 32 for the appiontment of C and D it can only be signed by the old directors, because at that date only they are associated with the company. After filing the form 32 you can authorise C and\ or D for further certification. But at that time DSC of old director for filing form 32 is necessary.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 12 June 2009

Dear Ankur Sir,

I am not satisfied with your point that "DSC of First director is necessary?"

Ajay Mishra (Company Secretary) (74337 Points)
Replied 13 June 2009

Dear Mr. Srivastava,

As ankur says that DSC is required for A and B as in question they are first director and DSC is not required of C and D until they are not appointed as director in the Board Meeting/General Meeting.

If u check Form 32 and some other MCA forms required to be file to ROC, fforms requires Board Meeting resolution no, Board Meeting date and desination which authorise any director to sign forms digitally.

At the end i wanted to says that until and unless Board authorise Mr. C and D to file any form digitalyto ROC there is no need to take DSc of both the directors.

Regards

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 13 June 2009

Dear Ajay Ji,

Yes, i have also mention it in my earlier reply as under:-

"It is not necessary that every director of the company have DSC but,

Practically:-

When you are filing form 32 for the appiontment of C and D it can only be signed by the old directors, because at that date only they are associated with the company. After filing the form 32 you can authorise C and\ or D for further certification. But at that time DSC of old drector for filing form 32 is necessary."