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Form 32 with RoC

R (UnDisclosed) (57 Points)

20 August 2010

Dear Experts !

I have been a Director with one Public Limited Company almost 9 years ago , After I left the company , the Company have not filed form 32 for deleting my name as Director ,Now due to violation of the RoC rules , i have received Notice from RoC under section 159/166/210/220 of the Companies act , I have contacted the company and requested them to file Form 32 , the company have agreed but i am not sure whether they will do it or not.

i have a declaration from the company in my releaving letter that they will inform the RoC about my leaving ,in this regard

1 )can I reply ROC with a simple letter stating that I have resigned from the company along with resignation and releaving letter copies ?

2) Can I file form 32 for myself to RoC ?

or any other options I have ??

Please reply , thanks in Advance !

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18 Replies

Palash Gupta (Student...Hoping to pass Inter) (892 Points)
Replied 20 August 2010

Hello Sir ur company is liable to file Form 32 informing ur resignation from the company.u cannot personally file the same for urself.And if u had already asked ur company about the same then no need to worry about it...

2 Like

vivek (CS) (751 Points)
Replied 20 August 2010

Agree with Mr. Palash; according to Section 303(2) of the Companies Act, 1956, it is the responsibility of the Company to intimate the concernerd ROC within 30 days of any change in Directors, managers and secretary. Regards,

1 Like

vivek (CS) (751 Points)
Replied 20 August 2010

You have received a notice for the violation of Section 159,166,210 & 220 by virtue of non updaton in ROC records of your cessation from Directorship. You can reply to ROC with the evidences you have mentioned regarding your resignation. Regards; Others views solicited.

R (UnDisclosed) (57 Points)
Replied 20 August 2010

Thanks both Palash & Vivek , But My problem is as per RoC , My name still appears as Director in their Record , So If they initiate any legal actions against company for not complying o RoC Rules & Regulations , Can RoC take legal action against me too ? and if this happens whats my recouse ?

For your information , I have already replied to RoC for the notice they have sent me stating that I have resigned along with the copies of resignation and releaving letter .

Please Advice

Thanks in Advance

Originally posted by : vivek

vivek (CS) (751 Points)
Replied 20 August 2010

By replying to ROC you have took precaution but you can't stop to ROC to make you a party if initiating any legal action unless they have not been informed. Now, onwards you have papers (which you have provided to ROC) which you can produce further for indemnity. Regards,

Nikhil Gupta (Student) (63 Points)
Replied 20 August 2010

Shoul file Form 32 by company

R (UnDisclosed) (57 Points)
Replied 20 August 2010

Hi Vivek ,

Thats exactly my worry is , Since I want to avoid being party in case of litigation ,

is there any way I can take any further legal recouse to avoid rather than being party and then defend ,

I am asking this , since I myself want to start up a company in near future( in Days) and do not want to remain as director in RoC books for my Ex Company.

Please advice

Thanks in Advance

Pkala (CA Final (New Course)) (211 Points)
Replied 20 August 2010

Form 32 should be filed by company

R (UnDisclosed) (57 Points)
Replied 20 August 2010

Just to add to the facts ,

Company have been submitting the annual reports to Bombay Stock echange , where My name does not appear as a direcor , using this information can i request ROC to remove my name by any chance ??

Thanks in Advance !

HARDIK (COMPANY SECRETARY NCFM (Corporate Governance )) (664 Points)
Replied 20 August 2010

No That make no difference check whether company file form 32 with roc or not.

Ajay Mishra (Company Secretary) (74332 Points)
Replied 20 August 2010

Dear Friend

I will suggest you that first of all when you prepared a reply for ROC letter, you must confirm from company that they have file Form-32 regarding resignation of your directorship.

Following documents you will attached with ROC reply:

A copy of Letter of resignation given by you earlier to the company.
Reliving letter, if any, given by company to you.
A copy of Form -32 filed with ROC
Copy of paid challan of Form-32 filed with ROC.

For filing Form-32, the company will ask you to generate your DIN (Director Identification Number) or if you already have DIN so please provide them to file DIN 3 with ROC. After filing of DIN 3 with ROC your name will available on MCA portal. After that the company will file Form-32 for your resignation and got approval from ROC otherwise your resignation will be pending at ROC end.

Regards

CS Ajay Mishra

R (UnDisclosed) (57 Points)
Replied 20 August 2010

Dear Ajay

Thanks , the issue is Company is ignorant / reluctant to file form 32 to ROC , and because of their ignorance i am having to run around ROC everytime company does not comply to the rules and regulations.

this time , While writing to ROC , I have attached copies of resignation and releaving letters in which Company have clearly mentioned that they will inform ROC about my leaving.

The other issue is , I was Director till 2001 , even before ROC got computerized , and so do not have DIN number too (As I understand DIN number is provided by ROC post computerization only)

So My concern is these repetatives defaults by company is giving me unnecessary sleep less nights as , never in my career I have defaulted on any government rules and regulations and have never received any noticies ,

So I am just wondering , If I can do anything to come out of this legal tangle on my own ??

Thanks in Advance !

Ajay Mishra (Company Secretary) (74332 Points)
Replied 20 August 2010

Dear Friend

I will suggest you to co-operate with company to file these documents with ROC and try to resolve this problem otherwise the ROC will further issue notices until these documents will not filed with ROC. I understand your situation.

Regards

CS Ajay Mishra