Resign of foreign director

MCA has not taken on record the appointment and the resignation of that director due to non availability of DIN...

Firstly if he was not having DIN then you could not be able to filed form 32 for his appointment too. Therefor you cant file form 32 for his resignation.

You jst pass a resolution for acceptance of his resignation and also mention the fact that due unavailability of DIN he is not on record of MCA site and thats y the company is appointing another director. (Give your justification).

Appoint new Director and file form 32.

Expert views needed.

Thanks Shridhi

i am also thinking the same. In addition, Should not we attach letter stating the facts, his resignation letter, Board resolution accepting the resignation with Form 32 to be filed for new appointment. By doing this, the transaction becomes more transparent and authenticative.

Regards- Sudhir

I dont think so Sudhir....

Sometimes, being more transparent invite problem...

The matter is not in the knowledge of MCA. Dont bring the same in their knowledge. By doing this you may invite further queries and penalties from their side.

Be silent and jst file form 32 for appointment. 

By chance....if any thing comes to their notice on its own, then you should be having suffiicient proofs that you have taken the best measures. So pass a resolution to that effect and be silent. Thats it. 

Thats what I think.

Experts, please comment.

Originally posted by : Shridhi Jain
	I dont think so Sudhir.... Sometimes, being more transparent invite problem... The matter is not in the knowledge of MCA. Dont bring the same in their knowledge. By doing this you may invite further queries and penalties from their side. Be silent and jst file form 32 for appointment.  By chance....if any thing comes to their notice on its own, then you should be having suffiicient proofs that you have taken the best measures. So pass a resolution to that effect and be silent. Thats it.

Hi Sudhir, 

I agree with Shridhi. Am of same opinion too.

If MCA does not have record of the foreign director, then better be silent from your end,

If you try to clarify they may not understand that and company might have to bear penalty.

Appoint another director by fling Form 32.

Being too straight forward will not work in real life. :-)  

Regards

Santosh Shah

Thanks, i will go by your advice.

Keep all the happenings properly recorded in the Board Minutes.

What have you done at the time of filing of annual return? You must have given his details in Schedule V which is prepared manually.  If yes, in the current year annual return show his exit.  That way you can justify that though Form 32 could not be filed due to non receipt of DIN but the director's details are given in Annual Return.

Thanks Jayashree

Yes, I have taken care of the same in Annual Return. In Manual Annual Return, I furnished all directors detail even though the electornic form (20B) has not supported the foreign director detail. To cover this information, I also attached the letter stating that foreigner director was not having DIN.

Yeah, That is what I am thinking. Complete details can be given in forthcoming AGM annual return so that company can no held held liable either by JV Partner or government authorities for concealing the information.

Regards- Sudhir

Good Sudhir.  I was concerned as to whether you have given the details in AR or not. Having given no issues, you are safe.  Intimate the exit in AR this year.

E-Form 32 has the facility to file resignation of a director which doesnot have DIN. Kindly download form32 from MCA website, look on 2nd page in the last at point 8, you will get the option of filing form 32 for a director which doesnot have DIN.

Regards

Preeti Bansal, ACS, M.Com

9717344878

Originally posted by : Sudhir Garg
	Hi We are having one JV company in india having two partners one indian company and another one is foreign company. Each company has its one nominee director in JV company. That JV company was formed in 2007. By all efforts, we are unable to have DIN of foreign director (it seems he was not willing to act on board). To have board meeting, we appointed one more director from our side. MCA records as on date is showing only directors which are ours. Now, that foreign director has resigned and one another director (foreigner) in his place, is to be appointed. Technically, as on date, we are three directors (before new appointment). Now, please suggest how can we file Form 32 for outgoing director. Regards- Sudhir

May be newly introduced.  I didn't know.  Thanks Preeti for bringing it to our knowledge.