K.GANESH KARTHI (I.T.ASSISTANT) (54 Points)
03 December 2010Hello, Can a person not included as promoter/Director in Form1A (Name Availability) be admitted as a Director by filing Form 32 during incorporation or after incorporation simply because of his name being included as "FIRST DIRECTOR" in Articles of Association framed. Can any one solve this for me?
regards,
k.ganesh karthi
HARDIK
(COMPANY SECRETARY NCFM (Corporate Governance ))
(664 Points)
Replied 03 December 2010
Read section 254.
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 04 December 2010
Hi
You can appoint first director to an individual if his/her name was not included in Form 1A on the basis of No Objection Certificate taken from other directors whose name was given in Form 1A as directors and file the same with Form-32. Read section 254 of the CA, 1956.
After Incorporation you can not enter any individual as first director, this facility will be available in change in status of the company.
Regards
Neetu Agrawal
(PCS)
(213 Points)
Replied 04 December 2010
Agree with Ajay Sir, bt confused in relation to change of first directors in case of change of status of the company. Is it possible? I mean if the company changes its status from pvt to public, den the name of the first directors cn be changed?
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 06 December 2010
Hi Neetu
At the time of status change of company by conversion of company fron privateto public, the minimum requirement of directors is three, in that case , if the company have only two directors, in that case third director is included in the AOA of the company.
Regards
Neha Gupta
(PCS)
(377 Points)
Replied 06 December 2010
You mean to say Sir that the Third Director appointed after conversion from Pvt. to Public Company will be treated as First Director in AOA and his name is added in the List of as First Director in AOA of the Company, plz explain......
Regards
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 06 December 2010
At adoption of new set of Articles at the time of conversion new name will be entered in the Articles and they are treates as first director as their name is given in articles.
But you dont compare the above directors with director appointed under 254 of the CA, 1956, because they are treated as deemed directors.
Regards
Rajendra Chauhan
(Managing Partner)
(24 Points)
Replied 02 April 2011
Good discussion between Ajay and Neet, I wish to add something more:
Whether in case of change in the management of the company, the article on First Directors having the names of first directors mentioned in the articles can be substituted with the new article "Directors of the company" with the names of new incoming directors after filing the necessary forms.
Sadanand
(ca)
(50 Points)
Replied 05 April 2011
I have similar problem. We are forming Pvt Ltd Co wherein, two directors are named in first director list ( out of the total five) are not there in Form 1A. Do we need to attach a no objection. Pls note this is a new Co under formation.
Regards
Sadanand
CAclubindia
