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Change in directors of a Private Company

Ravi Dasija (C.A. ) (273 Points)

17 March 2011

Hello Frinds/Seniors,

A company ABC Pvt Ltd was incorporated in the year 1950 and filed form 32 physically having 4 Directors A, B, C, and D appointed on the date of incorporation,but however now on checking on the MCA website it came to the notice that on the date of incorporation 3 directors those are A, Y and Z were appointed.

Is this possible to have the different directors but the same date of appointment or is there any other way to find out how this change in the board had taken place????

Kindly revert back

Thanks in advance.

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SANTOSH SHAH (Company Secretary) (754 Points)
Replied 17 March 2011

Originally posted by : Ravi Dasija
	Hello Frinds/Seniors, A company ABC Pvt Ltd was incorporated in the year 1950 and filed form 32 physically having 4 Directors A, B, C, and D appointed on the date of incorporation,but however now on checking on the MCA website it came to the notice that on the date of incorporation 3 directors those are A, Y and Z were appointed. Is this possible to have the different directors but the same date of appointment or is there any other way to find out how this change in the board had taken place???? Kindly revert back Thanks in advance.

Hello Ravi

Please check the moa filed during incorporation. It will have first directors.

So the First directors as per moa should be the directors on incorporation.

As your company was incorporated in 1950, and companies act came effect on 1956, its possible that

during the year 1956, the directors on board were A, Y & Z, as against A,B,C,D during incorporation.

Just verify physical inspection of documents in ROC office, in case of any resignation of directors is

filed for B,C,D between Years 1950 to 1956.

Other view solicited.

regards

Santosh Shah

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Ravi Dasija (C.A. ) (273 Points)
Replied 17 March 2011

Thank you very much.

Sorry but the actual year of Inc is 1958, by mistake i wrote 1950, actually the case is Z the director present on the board currently was a minor on the date of Inc, but as per the MCA site his appointment date is the date of Inc only, so can this be the reason that his name was not appearing in the form 32 filed physically????

If yes then if there is any legal provision for the same????

SANTOSH SHAH (Company Secretary) (754 Points)
Replied 17 March 2011

Originally posted by : Ravi Dasija
	Thank you very much. Sorry but the actual year of Inc is 1958, by mistake i wrote 1950, actually the case is Z the director present on the board currently was a minor on the date of Inc, but as per the MCA site his appointment date is the date of Inc only, so can this be the reason that his name was not appearing in the form 32 filed physically???? If yes then if there is any legal provision for the same????

Hi Ravi

In my view, a minor cannot be a Director. This is Hypothetical question whether minor can be a director or not.

The Disqualification of Director does not talk about minority concept under companies act. A director of the

company will have to enter into contracts on behalf of company. So if director is minor then he can't.

Indian Contract Act prohibits a minor to enter into any contract, it will be null and void.

He cant give any consent. So the Contract Act will supersede in this matter.

Coming to your case,

Your company formed in 1958,

MCA shows 'Z' as director since incorporation.

MCA can show only that details what is filed physically from your end. Then how is it that your physical copy

does not have 'Z' as director and mca having it.

Following is the possibility:

1. Your company may not have the revised form 32 ( if filed with mca) as 'Z' as Director.

2. Your Company may not have filed physical form 32 with ABCD as directors, rather another form with

A,Y,Z must have got filed. ( Which currently you may not be having)

Please check if first directors as per MOA during incorporation are A,Y & Z or A,B,C,D.

If there is mismatch, then issue lies there in terms of filing proper form 32 with MCA.

Other views are solicited in this matter, if i have missed out anything in this issue.

Regards

Santosh Shah

Ravi Dasija (C.A. ) (273 Points)
Replied 18 March 2011

Hello Santosh,

It clearly shows on the MCA website that when Z was appointed as a director he was 12 years old.

Can this be a possibility that he was appointed as a director but his legal Guardian must be representating him on the board till he becomes a major, if no then can we take any legal action against the company on the following grounds:

1) That when Z was appointed he was a minor

2) Form 32 is filed having some different directors (a case of Misrepresentation)

Your views and ideas are appreciated.

Thanking you

Regards

Ravi Dasija

SANTOSH SHAH (Company Secretary) (754 Points)
Replied 18 March 2011

Originally posted by : Ravi Dasija
	Hello Santosh, It clearly shows on the MCA website that when Z was appointed as a director he was 12 years old. Can this be a possibility that he was appointed as a director but his legal Guardian must be representating him on the board till he becomes a major, if no then can we take any legal action against the company on the following grounds: 1) That when Z was appointed he was a minor 2) Form 32 is filed having some different directors (a case of Misrepresentation) Your views and ideas are appreciated. Thanking you Regards Ravi Dasija