Form 32 filed with ROC can be challenged in Court of Law

CLR Note: Form 32 taken on record by ROC through the Straight Through Process i.e. certified by Professionals, will be without prejudice to the contesting parties to the rights of the parties to settle the dispute, if any, in a court of competent jurisdiction.

General Circular No. 201201 1; Government of India- Ministry of Corporate Affairs, Dated: 02.05.201 1

All Regional Directors

All Registrar of Companies

Sub : E-Form No. 32 Intimation to Registrar of Companies regarding particulars of appointment of Directors etc and changes therein in the company pursuant to section 303 (2) of the Companies Act, 1956 filing of conflicting return by contesting parties.

The Ministry had earlier clarified vide Circular dated 04.05.1993 that it is neither desirable nor possible for the Registrar to sit in judgment to ascertain the rightful claims of the Directors in case of a dispute and it is for the parties concerned to settle their disputes by approaching the court. In case conflicting documents are filed by the contesting group of Directors, Registrar may take the document on record, if the same are otherwise in order by informing the parties concerned, (contesting group of Directors), in writing, that the documents have been taken on records without prejudice to the rights of the parties to settle the dispute in the court of competent authority.

2. In order to cut timelines and bring more transparency in the working of office of Registrar of Companies, the Form 32 will also be taken on records under Straight Through Process (STP) mode i.e., the information given in the e form 32 is being taken on file maintained by the Registrar of Companies through electronic mode on the basis of statement of correctness given by the filing company and further verification by the practicing professional i.e., Chartered Accountants, Cost Accountants and Company Secretaries.

3. The above instructions are being hereby revised to the extent that all particulars filed by the companies in e-form 32 are being placed on records of the Registrar of Companies through the STP process as filed by the company and verified by the practicing professional, without prejudice to the rights of the parties to settle the dispute, if any, in a court of competent jurisdiction.

Yours faithfully,

Mmonika Gupta; Assistant Director

Copy to: All concerned

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