Query on Easy Exit Scheme 2010:
A company, originally incorporated as a Private Company in January 1990, started operations as a franchisee of Pharmaceutical Company and converted as a Public Limited Company during the year 1997. It ceased operations from January, 1998 as that Pharmaceutical Company abruptly discontinued the arrangement without any notice and took over some of the staff members.
1. Annual Return for the year ended 31st March, 1995 filed on 19-01-1996.
2. Annual Return for the year ended 31st March, 1996.
3. Form No. 32 dated 6th May, 1996 for appointment of three Directors.
At the time cessation of the franchisee arrangement, one was the first Director and three more Directors were appointed on 1-4-1996.
Since it is a Public Limited Company, the provisions of Section 256 of the Companies Act, 1956 applies as regards to the rotation and re-election of Directors. The records of the Company is not traceable with a Chartered Accountant, who used to look after the Accounts and file all returns. From the records available with ROC, the Company filed its last Annual Return for the year ended 31st March, 1996 in time.
It may be inferred as fo9llows:
1. Annual General Meeting was held on or before 30th September, 1996.
2. Three Directors appointed on 1st April, 1996 were re-elected as Director.
3. There were four Directors at the time of cessation of business in January, 1998.
ROC has sent a notice that the Annual Return and Balance Sheets were not filed for many years.
The Company has no assets and liabilities, nor any case pending in any court.
With a view to avail of the Easy Exit Scheme 2010, the First Director would like to make application to ROC.
Query:
1. Whether all the Directors at time of cessation are to be treated as Directors now to give indemnity under the provisions of Section 256?
2. Whether they ceased to be Directors after 3 years ( 1/3 rotation) when they ought to have re-elected?
