Mohit Sureka (CS, final CA) (213 Points)
31 May 2008The Company ABC I m workin on is a Public Unlisted Company:
The Problem:
Minimum no. of Directors reqd. in a Public co. is 3. But the AOA of this ABC co. provided minimum 4 directors since 2005, its incorporation. All this time it had only 3 directors. Now how to fix everything up so as to not create legal complications later. Any retrospective effect and late fees applicable ??
Thanx,
mohit
Mohit Sureka
(CS, final CA)
(213 Points)
Replied 02 June 2008
hey guys... plz help... i have vry little exposure wid practical difficulties wid ROC n other bodies...
Mohit Garg
(CS)
(178 Points)
Replied 02 June 2008
Dear,
Do one thing, file a Form 32 for appointment of a person as a director w.e.f. the date of incorporation. and amend ur minutes accordingly, if possible.
Mohit Sureka
(CS, final CA)
(213 Points)
Replied 02 June 2008
agreed with ur idea.. eveni thgt the same... but wont it give rise to other problems like:
how do we counter both then ???
Mohit Garg
(CS)
(178 Points)
Replied 03 June 2008
Dear,
U can't File Form-32 from the date of Incorporation.
So it will be better to appoint him with current date.
CA NP Mathi Lingan
(Practising Chartered Accountant)
(98 Points)
Replied 03 June 2008
Dear Mohit,
If the minmum no of directors as per the AOA is not complied with all the acts of the Board will be void as it is not properly constituted, All the resolutions passed by the Board have to be retrospectively approved by the shareholders to validate all previous acts of the Board and the Shareholders may raise the no of directors to comply with the minimum requirement.
First conduct a board meeting to appoint the additional director and once the board is validly constituted call for a GM to take not of the non-compliance and ratify all previous acts of the Board.
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