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New roc provision_filing of conflicting form 32

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)

13 February 2012

Dear Professional Colleagues,

Ministry of Corporate Affairs has issued a General Circular no. 1/2012 on 10th February, 2012 and clarified that wherever there is management dispute the Company is required to mandatorily file the attachment relating to cause of cessation along with Form 32 irrespective of the ground of cessation.

The said Circular is attached herewith for your reference and record.

Regards

Ankur

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 13 February 2012

Please find below detailed explanation of the said Circular:

FILING OF CONFLICTING RETURNS BY CONTESTING PARTIES

Ministry has observed many cases wherein it appears that either there was lack of consent of the removed/changed director or due process of Law were not followed.

Therefore, in order to avoid such eventualities, Ministry of Corporate affairs has clarified by way of General Circular no. 1/2012 dated 10^th February, 2012 that wherever there is management dispute the company is required to mandatorily file the attachment relating to cause of cessation alongwith Form 32 with the ROC concerned irrespective of the ground of cessation, viz (a) retirement; (b) disqualification; (c) death; (d) resignation; (e) vacation of office u/s 283 or 313 or 260; (f) removal u/s 284; (g) withdrawal of nomination by appointing authority or (h) absence of re-appointment.

In case, any Director is aggrieved with his cessation in the company, he may file complaint in the Investor Complaint Form. On receipt of complaint, the ROC concerned will examine the complaint and mark the company as having ‘management dispute’. Also, the ROC will issue a letter to the company and the parties to settle the matter amicably or get an order/interim order from a Court or Tribunal of competent jurisdiction. Till such dispute is settled, the documents filed by the company and by the contesting groups of Directors will not be approved/registered/recorded and will thus not be available in the registry for public viewing.

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AMIT MISHRA (Legal Professional) (393 Points)
Replied 13 February 2012

Thanks for the update......

CA VISHAL L KHATRI (PRACTICING CA) (123 Points)
Replied 13 February 2012

Good1 thnx 4 update sir...... recently i have filed form 32 but there was no disputes.... for resignation also they have to mentioned the cause ??????????? y they are resgining?????????????

Thanx in advance.

Vishal Khatri

Vishal @ MVACA.net

CA VISHAL L KHATRI (PRACTICING CA) (123 Points)
Replied 13 February 2012

irrespective of the ground of cessation. ??? what it means???

CS Rajveer Rai, Gurgaon (CS) (646 Points)
Replied 13 February 2012

thank you sir for update

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 13 February 2012

Originally posted by : Vishal
	irrespective of the ground of cessation. ??? what it means???

In case of a company suffering from management dispute, you have to attach a letter explaining reason/cause of cessation with form 32 irrespective of the ground of cessation.

In other words in case of a company suffering from management dispute, simply selection of cessation reason in form 32 would not be sufficient. Company have to take the responsibility of genuineness of cessation by filing an undertaking cum letter with form 32 explaining the ground of cessation thereby confirming that the cessation is not a hostile one due to management dispute.

Regards

1 Like