Poonam kayal (practising company secretary ) (40 Points)
28 April 2016hello,
a public company has 3 director, out of which one director has absconded for last three year and company has filed annual returns till the year 31.03.2012. how to remove him and file back dated annual filing. what all forms need to be filied for removal of director.please advice.whether we need to remove him back dated or can be done at current date. please advice....
CS Arjun Rajagopal
(B.com, ACS)
(1056 Points)
Replied 28 April 2016
Kindly view the attached file for the procedure.
Regards,
Arjun Rajagopal
Poonam kayal
(practising company secretary )
(40 Points)
Replied 28 April 2016
is it will be better to remove the director at current date or resign him back dated.
if any one has dealt with the same issue can u please share the draft copy here please.
CS Arjun Rajagopal
(B.com, ACS)
(1056 Points)
Replied 28 April 2016
Madam,
For removing the directors you need shareholders approval. Please go through procedure in detail. Date of meeting of EGM where shareholders passes ordinary resolution will be date of removal of director.
Poonam kayal
(practising company secretary )
(40 Points)
Replied 29 April 2016
hello,
i want to know which form need to be filed. Further Company want to get the director resigned at the back dated. if we remove the director at the back dated then no of director will reduce to two, whereas public company need at least three directors.....
Further company has also not filed annual returns since three year, as per this all the directors are disqualified. How to deal with both the situation. Please advice.
RISHI
(cs)
(227 Points)
Replied 29 April 2016
If you already have DIN of new director to be appointed, it is better to appoint him in back date. Take care that you should have approved DIN before the date of his appointment.
Secondly If you have resignation of absconded director, file that resignation after appointment of new director otherwise continue him as director.
Third option is ---no need to appoint/ resign directors in back date. Continue with old directors and file returns.
Poonam kayal
(practising company secretary )
(40 Points)
Replied 29 April 2016
Thanks Sir,
one more thing i need to know that since 23AC ,23ACA and 20 b are not available at mca site how to do back dated annual filing.
RISHI
(cs)
(227 Points)
Replied 29 April 2016
Pls. wait for forms to come. Within a week, new forms are coming.
Poonam kayal
(practising company secretary )
(40 Points)
Replied 29 April 2016
Thanks sir,
Do u have any resolution for removal of director who had not attended any meeting in the whole year . Please share.
RISHI
(cs)
(227 Points)
Replied 29 April 2016
"RESOLVED that Mr. ........, a Director of the Company, ceased to be a Director on __________, the __________, 2002 __________, by reason of absenting himself in three consecutive meetings of the Board of Directors and that the Secretary of the Company be and is hereby instructed to inform the said Director about his vacation ot office."
But take care that notices of meetings were sent regularly and no leave was granted to him.
Poonam kayal
(practising company secretary )
(40 Points)
Replied 30 April 2016
hello can any one provide me with the check list for the above case as i have mentioned.
I want to adopt a safe side for the company as there is lot of violation.
As per my point of veiw
first we should file all annual returns for back date i.e. for last three year .
Second we should appoint new director
third we should remove the absconded director on the basis that he had not attended the board meeting for three consecutive years.Now question is can appointment and removal can be done in same Dir 12 forms.what attachment need to be attached in Dir 12.
Poonam kayal
(practising company secretary )
(40 Points)
Replied 30 April 2016
hello ,
can any one provide the check list as to how to proceed in the above case .I want to go for a safer side as there is lot of violation.
As per me
first we should fill annual returns for the last three years,but form 23AC , 23ACA, 20B are not available.
second we should appoint a new director at the current year.For which DIR 12 need to be filed.
third we need to remove the absconded director on the ground that he had not attended the board meeting for last three years. For which we need to file DIR 12. Now question is that can we file DIR 12 for both the director in the same form.what all attachments need to be attached.
Please advice whether I am at correct track.
CAclubindia
