i was filling form 32 in which appointment and resignation both were taken. wrongly in the place of category i have done professional where it should be independent because the directors are not professional. i have also done the payament of the challans. how can it be rectified. will roc approve it.

Plz tall me requirements and procedures of ROC return filing.

Query regarding Rotation of Directors :

A public company has 2 First Directors (3rd First Director resigned already) and 2 more directors subsequently have been appointed.

Is it that the First Directors (i.e. the said 2) are not liable for rotation ?

Why this rotation for directors is in place ? May be explained.

Can a person be Whole Time Director in Two Public Limited Companies.

Query regarding Rotational Director :

A Public company has :

3 First Directors w.e.f. 01.09.08
1 Director w.e.f. 01.12.08 (EGM Appt)
1 Director w.e.f. 01.05.09 (EGM Appt)

No resignation of directors till date.

How do we determine the rotational directors from the above 5 ?

Await the response.

Query regarding Rotational Directors :

ABC Limited has three First Directors on it's board.

How we determine the rotational director, out of the above three First Directors ?

I look forward to receive the response.

Dear sir,
I would like to ask the following query and suggestion on the same as expert view.

Whether 217(2A) will come into picture (as Annexure to the Board Report 2008-2009) if the Employee is getting the salary is Rs. 23 lacs p. a but in the month of october 2008 he has given salary of Rs. 240,000/-(Gross Salary including Bonus), will it be necessary to show (annex)with annual report for ROC compliances whenever filing of form 23AC (filing of Balance sheet)with the office of Registrar of Compnies?

Your expert suggestion will solicit.

Please help in the same immediately.


Thanking you,

regards,

CS Somnath Kagade
Company Secretary
Pune

sirs ,
we have a query as regards , let us take an example : A & B are unlisted companies , B'S assets & liabilities are taken over by A company , further A shall continue its business forming a new company C after tranferring B'S assets,liabilities into C company .
1)my ques is whether an intimation or permission required to ROC to A company to carry on business?
2)IF A company doesnot form C company & shall continue business in A company itself , whether in this case ROC permission neccessary ?
3)Give details of formalities to be followed in this merger ,takeover as regards ROC compliances ???????

One of my client (US Citizen) has invested around 90% in one of the company.Now he is in india (more than 180 days in 2009-10). Currently there are two directors with 50% share each. Now my client want to introduce himself as a director with 98% share.I would like to know whether is it posssible to do the same. if yes whats the procedure to do the needful. If No Please specify the reason. Thanks

XYZ is a public limited company having six directors. Three Directors have obtained DIN and DIN-3 has been filed with ROC in the year 2007. There is no communication from the balance three directors for the past two years and their whereabouts is not traceable. Due to the above the company could not file DIN-3 with ROC. Further while filing Form 20B (Annual Return) the company is required to give the details of all its six directors. Since DIN of the three absonding directors are not available the company cannot fill up the details in Form 20B. If the situation is allowed to continue the company cannot file the Annual Return with ROC leading to violation.

MCA or the department has not come out with a proper solution for filing Form 32 for absconding directors.

To overcome the above said problem I have devised a plan of action.

Since the three absonding directors have not attended any board meetings from April 2008 onwards they shall vacate their office automatically as per the provisions of Section 283(1)(g) of the Act.

The Board of Directors at their meeting held on 01.09.2009 (accounts meeting) will take on record the vacation of office by these directors. It will be properly recorded in the minutes.

The company has to file Form 32 with ROC within 30 days (on or before 30.09.2009). In the absence of DIN the company cannot file Form 32.

The Company will prepare a detailed letter addressed to ROC. The company will also prepare a manual Form 32 for the vacating three directors. Both the letter and Form 32 will be signed by a Director.

The above said letter and Form 32 will be scanned and attached with Form 20B (Annual Return form). However details of continuing directors who has obtained DIN will be duly filled in Form 20B. Form 20B will be uploaded to MCA portal and fees will be remitted.

As regards fees for Form 32 the company will make the payment under Miscellaneous Payment route, generate the challan and keep the same on record.

Form 20B will be approved under Straight Through Process mode and there will not be any query for the time being from ROC.

However there is a likely chance that the company may get a notice from ROC in future. At that time the company will submit the details to ROC. The company wil also highlight to ROC that it has attached a detailed letter alongwith Form 32 with Form 20B. Fees for Form 32 has also been remitted to the government under miscellaneous payment option.

Valued Members are hereby requested to inform me whether the action plan is workable. Whether any other violation will crop up in future.

(Note: I understand from some of my friends that ROC, Pondichery is allowing the companies to file Form 32 for directors who do not possess DIN. The companies concerned have to manually prepare a Form 32 sign it and scan the same. The duly signed manual Form 32 has to be attached with Form 66 and filed online. ROC, Pondichery is approving the Form 66)

with regards

Muralidharan