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Category of directors under form 32

Mazhar Shaikh (Intern) (72 Points)

28 January 2012

What categgory need to to be selected in form 32 if one is appointing a new director in a already existing company.

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8 Replies

Yogesh Shah (Managing Corporate Finance) (1051 Points)
Replied 28 January 2012

For most of the times - it will be 'Independent Director'

Since, 'Promoter Director' is not possible because it is an existing company

and category 'Professional' will rarely be used. This term has not been defined.

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(Guest)

Category should be Promoter, If the appointed person is relative or about to draw salary from the company or about to hold the more than 2% stock of the company including his family members.

In other cases, the category should be Professional or Independent, depending upon his contribution in the company after its appointment.

Ankur Shah & Associates

M: 94276 33901

E: ankur @ csankur.in

W: www.transferhub.in

(Guest)

Definition of the independent and Professional should be considered while filling the E-form.

Mazhar Shaikh (Intern) (72 Points)
Replied 31 January 2012

Thankx

but if you try to select independent as category and try to upload the form 32 on the Roc website it gives an error stating independent directors can only be selected for listed companies.

CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)
Replied 31 January 2012

Right Mazhar, the concept of indipendent director is applicable in case of Public Limited Companies only. In case of Privae Limited Company, the category will be PROMOTER as the new director in private limited company will be relative or friends of the promoter.

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Mazhar Shaikh (Intern) (72 Points)
Replied 03 February 2012

But you cannot select the category as promoter as they are not the subscriber to the memorandom the company is already incorporated and after the incorporation of the company how can you have a promoter director admitted on pvt ltd co

so i guess the category selected should be professional

(Guest)

Promoter is not wrong category if director is appointed in existing company. It is 100% correct.

As term promoter is not defined anywhere in the Companies Act, 1956. It is also equally true that Promoter is not necessary a person who takes part in flotation of company. Promoter is defined in the listing agreement for listed companies only. Therefore for private limited and unlisted public cos. we cant verebit the defination as mentioned in the listing agreement. In nutshell, we can not restrict promoter as the one who is taking part in formation of company.

Hence in case our director is neither INDEPENDENT and PROFESSIONAL, he is certainly going to be promoter.

Thanks.

prakash (Company Secretary) (1352 Points)
Replied 04 February 2012

I understand by your mail that the form 32 you are trying to file is private company, in this case director must be either promoter director or proffessional director . you cannot select category of the independent director since it only applicable to public companies.

I feel if he is not holding any shares in the company it is appropriate to select category of Proffessional Director.