Two directors incorporated a company. Till one year company has not made any transaction. Being a director I have given the cheque of partial amount to the other director for the incorporation fees which isn't presented till date. Meantime, I came to know that he has asked me to make signs on the ROC;s where he has major shares and I being the minor share holder. i.e. 70% - 30% ratio. He owns the office where the company was incorporated and as an operational director, I was supposed to look after the operations and business idea. All went in vain as soon as I came to know that the shares and not allotted as discussed verbally i.e. 50-50 or 49-51%. Also, I came to know that the incorporation fees demanded by him is fake and more. I managed to get the receipts from the company who incorporated our PVT LTD. Hence, this was a breach of trust. After one year company is still active but can be regularized by paying penalty and Nill returns. I requested him many times to do so however, there is no response from him. I do not have MCA login details as well. He has applied for the credit card in company's name which is not to my knowledge. My director is caught red handed in sharing me the overpriced incorporation fees and demanding more to take over the company. What actions should I take to get rid of this without liability? I am ready for both either to take over the company or to resign it. What steps shall I take so that he cannot claim for any compensation ever after resignation or taking over the company?
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Director is at freedom to resign from the office, by giving a notice in writing to Company and the board showing his willingness to resign from the post.
The resigning director is required to inform the Registrar of Companies within 30 days from the date of giving notice of his decision.
Dear Client,
The Director intending to resign shall send notice in writing to the Company. The resignation of a director shall take effect from the date on which the Notice Is Received by the company or the Date, If Any, Specified by The Director in the notice, whichever is later.
The law has caste duty upon the Director Resigning, to File Form DIR- 11 with ROC mentioning therein the Reason for Resigning, enclose the copy of Notice sent to the Company, enclose Proof Of Dispatch, file the said form within 30 days of resignation along with the prescribed filing fees.
Take over is possible if the other director wishes to surrender his majority or disqualify for whatever reason.
Sir a director vide a notice can request the board for the registration from the company and the liabilities in company if any can be settled and the board can pass the resolution.
A director shall also forward a Copy of His Resignation Along With Detailed Reasons for the resignation to the Registrar within 30 (Thirty) days of resignation through filing of Form DIR.11 under his Digital Signature. It means it will be mandatory for all directors to have Digital Signature under Companies Act-2013.
Best option is to go in for voluntary winding up of company
For last one year there have been no transaction in the company
If your director is unwilling you can also opt for winding up of company
Hello,
Take note that Section 168, the Companies Act, 2013 deals with the Resignation of directors
DIRECTORS RESIGNATION UNDER COMPANIES ACT, 2013:-.
1. The Director intending to resign shall send notice in writing to the Company. The resignation of a director shall take effect from:
The date on which the Notice Is Received by the company or
The Date, If Any, Specified by The Director in the notice, whichever is later.
2. The director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.
3. The law has caste duty upon the Director Resigning, to File Form DIR- 11 (Company shall file form DIR 12) and
Mention therein the Reason for Resigning.
Enclose the copy of Notice sent to the Company.
Enclose Proof Of Dispatch.
File the said form within 30 days of resignation along with the prescribed filing fees.
Regards
1) Whenever you want to resign from company let company's creditors and debtors and all other banks and clients know that you have resigned from company as the Directors.
2) Give proper advertisements in the NEWSPAPER and Registrar of the company.
As per the articles of association you may not have the permission to transfer your share holding to any other party.
You can complain to the registrar of the companies in case there is any illegal activity is carried over by the company.
As per the practice you can inform to the bank not to issue any credit card and normally it is the procedure that both the signature city has to sign on any application to operate the account.
You have another choice to move to High Court for dissolution of the company
You can take legal action for the misappropriation or embezzlement or fraudulent activities done by the other partner.
You can seek for dissolution of the company for the same reason.
Most often, this includes a breach of contract, but only if you have either an operating or a shareholder’s agreement in place. It can also include a breach in fiduciary duty since as an officer of the company, your partner would have been expected to act in good faith and the best interests of your company. More often than not, this lawsuit will also have claims of fraud and deceptive trade practices
No matter which route you decide to take against your business partner, having an attorney that is experienced in business law is crucial. As business law has so many different loopholes for companies both big and small, you need someone by your side to make sure your best interests as well as the best interests of your company are fairly represented so you can make sure justice is done.
