DIR-12-re submission - removal - ordinary and special resolution - ROC Mumbai

[ramje...@gmail.com]

Hello experts

For a public unlisted company, DIR-12 was submitted for removal of director with ordinary resolution on April 12th 2018. Status of this form is 'Pending'. When enquired at ROC, CS was asked to contact concerning ROC. No further follow up was done by CS.

On May 7th 2018, special resolution was passed in EGM for removal. All the documents are in place (notices issued and served to board, copy of special resolution, EGM notice published in the local news paper etc.).

CS needs to file new DIR-12 for the removal. Since the previous DIR-12 is already in the process what are the choices?

1. Is there any way to cancel the previous SRN (retract already submitted DIR-12) ?

2.File new DIR-12 with a note to ROC menationing to cancel the old DIR-12 (ordinary resolution) and consider the new special resolution?

Any other thoughts? 

I (one of the promoters of the company) would like to hire and pay required professional fees to CS in Mumbai. ROC is ROC Mumbai. 

Thanks

[anilparmar himmatlal]

Dear Sir

In fact, as per the provisions of the Companies Act, in my opinion, there is no necessity to pass a Special Resolution for removal of director, unless it is mentioned in AA.

However, all other formalities are required to be followed strictly like:

1) Special Notice to be received from shareholders 

2) Sending copy of the special notice to the director proposed to be removed

3) Holding board meeting by giving at least clear seven days notice for considering the notice as well as the representation made by the director if any.

4) In the said Board Meeting even the director sought to be removed is also required to be sent notice and he has a right to attend the meeting.

5) Sending notice for holding EGM (or if it is to be transacted in AGM then AGM) to all the shareholders and others who are entitled to receive notice.

6) All formalities to be complied with for notice.

7) Hold the GENERAL MEETING (EGM/AGM) on the day/date, time and place decided to transact the business including the business for removal of director.

8) As business pertaining to removal of director is a special business, it is to be mentioned accordingly.

9) Pass the necessary resolution and authorise any of the directors to file the same with ROC. Here only Form DIR-12 is to be filled and filed and not DIR-11.

10) Fill and file the form within thirty days along with all the attachments (already mentioned in the points above) with the ROC.

However, if you require any clarification, please send me the complete details on my email id: parmarani...@gmail.com to enable me to make out where the problem lies. AS ALREADY MENTIONED ONLY ORDINARY RESOLUTION WILL BE ENOUGH. HOWEVER, IF IN THE ARTICLES THERE IS A PROVISION FOR SPECIAL RESOLUTION FOR THIS BUSINESS, THEN ONLY SPECIAL RESOLUTION IS REQUIRED AND NOT OTHERWISE.

Regards

anil parmar

9879561685

[ramje...@gmail.com]

Thank you.

[R V Seckar]

Sir 

Please provide copy of form dir-12 & enclosures filed along with form.

This will help us to present your case with ROC

Regards

R V SECKAR

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