How to Remove Directors

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This query is : Resolved

Muralidharan (Querist)

17 August 2009 A closely held public limited company has six directors. Three directors have obtained and DIN-3 has also been filed with ROC. The other three directors have not obtained DIN and they are not traceable. They are not attending the board meetings for the past three years. There is no communicaion from them.

The Company would like to remove them from Directorship. Please advise the step-by-step procedures to be followed for removing them from Directorship.

Also advise how to file Form 32 for removal of Directors as they do not have DIN.

How to file Annual Return after removal of above said Directors.

with regards

Muralidharan

Ankur Garg

Ankur Garg (Expert)

17 August 2009 Hi,

As per my opinion section 284 for formal removal of dir is not required in your case as this is the case of section 283(1)(g). However noting in board minutes is necessary. Calculate the exact date of violation of Section 283(1)(g) and file form 32 accordingly.

The office of 3 directors is automatically vacated due to violation of Section 283(1)(g).

Consequences of violation of Section 283(1)(g)== Deemed/Automatic vacation of office of Director under Section 283(1)(g).

Regards

Ankur Garg

Ankur Garg (Expert)

17 August 2009 Process for filing form 32 in cases where director has died/not traceable and regular DIN is not available.

This is with regard to filing of form 32 for cessation of directors due to death, who were appointed prior to 1 st July, 2007 and had not obtained approved DIN

1. Send an E mail to appl.helpdesk@mca.gov.in furnishing following details under heading “Form 32—death case, No DIN”

a) Name of the company (In which the individual was director)
b) Name of the deceased director
c) Date of birth
d) Date of appointment as director
e) Date of filing of form 32 for appointment
f) Date of death (along with certified copy of death certificate issued by competent authority)
g) E mail address of the company

2. Upon receipt of E mail, MCA Helpdesk will check and consider the information submitted and if found satisfactory, MCA Helpdesk will intimate the status/outcome of the ticket to the stakeholder. If MCA Helpdesk needs additional information from the stakeholder, he will send an E mail to the company accordingly.
3. Upon receipt of approval E mail from MCA, stakeholder will be required to file the form directly with the concerned ROC along with signed form 32, necessary attachments, and a copy of approval e-mail and proof of payment of filing fee, with the respective ROC office. Filing Fee will be paid through ' Pay Miscellaneous Fee' option on MCA portal.

4. ROC will process / approve the form, scan the physical form 32 along with its attachments and upload the same in the electronic records of the company through 'On Demand Scanning' option.

5. ROC will update the relevant records/ data of the company accordingly.

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