Section 264 of company act, 1956.

Mr. Manoj  as u r correct that section 264(3) does not apply to the Private company as it tells us about the consent to be taken from  proposed director of the company.

And please note it does not  say about filling of form 32. So for both company filling of form 32 is compulsory and in the case of a public company consent of the proposed director is compulsory which is not necessary in the case of private company.

still if u have any doubt then please confirm.

S. 264 requires director to file his consent , no where, it speaks about the filing of form -32. F-32 is filed on appointment / cessation of director/manager/company secretary. Pvt co. appoiting director is not required to file the consent letter of appointee as provisioned in s. 264.

Dear Shiva,

First of all please do accept my heartiest appreciation for the prompt reply.

Further, i would like to elaborate the whole section to support my query :

Section 264 as a whole deals with the recording of individual's consent who would like to act as Director to company  at two places (1) with Company, if appointed  and (2) with ROC latest by 30 days from his appointment.

Section 264(1) enunciates the provisions with regard to his written signed consent with Company.

Section 264(2) enunciates the provisions with regard to filing of the consent with concerned ROC. (which is done, by filing form 32).

Section 264(3) expressively exempt the private company from this section, if it NOT the subsidiary of Public Company.

Now, here my query stand, if section 264(3) is expressively exempting from the provisions of section 264(1) and 264 (2) then why the Directors of Private company need to file their consent with ROC?

Dear Sanjeev Sir,

In response to your reply and to settle my query, i would like to know where the Directors of Private Company need not to file their consent letter, with Company or with ROC ??

Looking for guidance and support .

Consent letter is required to be filed by appointee with Company ( Addressed to Board of directors) and the same is to be filed by company with ROC. in case of pvt co, no consent letter is to be filed. 

Thankyou Sir, to settle my query.

Regards,

Manoj Vashney.

Ofcouse for every change in the office of Directors/ manager / secretary form 32 is required to be filed irrespective of the fact whether the company is private or public

 

Form 32 is to be filed by private limited company for changes taken in the positions of directors. Directors of a private limited company is exempted from filing consent in Form 29. Section applicable are 303(2), 264(2), 266(1)(a) and 266(1)(b)(iii) of the Companies Act, 1956 irrespective of private limited or limited