16 July 2012
One of the director of my company was a director of a public company. He resigned from the Board of the public company in 2010 but the public company has not filed his Form 32 even now.
The public company has only 3 directors, including my director.
The Public company has not filed the Annual Accounts for the year 2010-11 and after some period, it will have the defaulting status; which will make the DSC of my director blocked.
We have contacted the company requesting them to file Form 32 and appoint a new director to their Board but are not listening to us.
We would like to raise a management dispute with the public company vide MCA CIRCULAR NO: 1/2012.
The circular says that "till such dispute is settled, the documents filed by the company and by the contesting group of Directors will not be approved/registered/recorded and will thus not be available in the registry for public viewing."
I dont want to block my company's filings but have to raise a management dispute also..
any IDEAS to get out of this trap????
16 July 2012
Filing of form 32 is the prime responsibility of the company itself, there are many case laws supporting this view that if form 32 is not filed it is the default of the company and not the outgoing director. Instead of going for management dispute, you should intimate the ROC concerned that your director have resigned in 2010 itself and it is the company which has defaulted in filing form 32. Keep ready certified copies of board minutes and resignation letter where resolution for accepting the resignation was passed. This will help you in convincing the ROC that your director resigned in 2010.