General Circular No. 1/2012
F. No. 17/135/2011-CL V
Government of India
Ministry of Corporate Affairs
5th Floor, Shastri Bhavan,
Dr. Rajendra Prasad Road,
New Delhi-110001,
Dated the 10th February 2012
To,
All Regional Directors,
All Registrars of Companies
Sub: Filing of conflicting returns by contesting parties – clarification
regarding
Sir,
I am directed to invite a reference to Ministry’s circular No. 19 and 20
of 2011 issued on 02.05.2011 laying down certain procedure to regulate
cases wherein filing of conflicting returns with regard to appointment of
Directors or change of Director/Directors was laid down. In the light of
some specific cases wherein it appears that either there was lack of consent
of the removed/changed director or due process of Law were not followed, it
has been decided to supercede the circulars.
2. In order to avoid such eventualities wherever there is management
dispute, the company is required to mandatorily file the attachment relating
to cause of cessation alongwith Form 32 with the ROC concerned
irrespective of the ground of cessation, viz (a) retirement; (b)
disqualification; (c) death; (d) resignation; (e) vacation of office u/s 283 or
313 or 260; (f) removal u/s 284; (g) withdrawal of nomination by appointing
authority or (h) absence of re-appointment.
3. In case, any Director is aggrieved with his cessation in the company,
he may file complaint in the Investor Complaint Form. On receipt of
complaint, the ROC concerned will examine the complaint and mark the
company as having ‘management dispute’. Also, the ROC will issue a letter
to the company and the parties to settle the matter amicably or get an
order/interim order from a Court or Tribunal of competent jurisdiction. Till
such dispute is settled, the documents filed by the company and by the
contesting groups of Directors will not be approved/registered/recorded and
will thus not be available in the registry for public viewing.
Yours faithfully
(Monika Gupta)
Assistant Director
F. No. 17/135/2011-CL V
Government of India
Ministry of Corporate Affairs
5th Floor, Shastri Bhavan,
Dr. Rajendra Prasad Road,
New Delhi-110001,
Dated the 10th February 2012
To,
All Regional Directors,
All Registrars of Companies
Sub: Filing of conflicting returns by contesting parties – clarification
regarding
Sir,
I am directed to invite a reference to Ministry’s circular No. 19 and 20
of 2011 issued on 02.05.2011 laying down certain procedure to regulate
cases wherein filing of conflicting returns with regard to appointment of
Directors or change of Director/Directors was laid down. In the light of
some specific cases wherein it appears that either there was lack of consent
of the removed/changed director or due process of Law were not followed, it
has been decided to supercede the circulars.
2. In order to avoid such eventualities wherever there is management
dispute, the company is required to mandatorily file the attachment relating
to cause of cessation alongwith Form 32 with the ROC concerned
irrespective of the ground of cessation, viz (a) retirement; (b)
disqualification; (c) death; (d) resignation; (e) vacation of office u/s 283 or
313 or 260; (f) removal u/s 284; (g) withdrawal of nomination by appointing
authority or (h) absence of re-appointment.
3. In case, any Director is aggrieved with his cessation in the company,
he may file complaint in the Investor Complaint Form. On receipt of
complaint, the ROC concerned will examine the complaint and mark the
company as having ‘management dispute’. Also, the ROC will issue a letter
to the company and the parties to settle the matter amicably or get an
order/interim order from a Court or Tribunal of competent jurisdiction. Till
such dispute is settled, the documents filed by the company and by the
contesting groups of Directors will not be approved/registered/recorded and
will thus not be available in the registry for public viewing.
Yours faithfully
(Monika Gupta)
Assistant Director
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