Liability of a director?
Avinash Soni
(Querist) 10 January 2012
This query is : Resolved
Please suggest me whether a director be held liable for the work of the Company done before he took the Directorship in that company? if yes than why?
Sailesh Kumar Shah
(Expert) 10 January 2012
It is settled law that no one can liable for previous work.
V R SHROFF
(Expert) 10 January 2012
NO, HE IS NOT LIABLE PERSONALLY FOR WHAT HAPPENED BEFORE HIS APPOINT
Avinash Soni
(Querist) 10 January 2012
case is : there is a Company Say X Ltd. The director of that company say "EARLIER BOARD" made changes in the in the annual return of the Company (Changes were in shareholding and director ship) with mala fide intentionand filed the same with the Registrar of Companies. consequent of those changes Mr. A increased his or his relatives Shareholding and they become majority shareholder of the Company. affected persons(actual majority shareholders) fled a petition in the Company law Board us 397, 398 and 111 of the Companies Act 1956 and CLB instructed Company to rectify its register of the shareholders and also instructed that the actual majority shareholders may appoint directors in the board in proportions of their shareholding. the actual majority shareholders sent a requisition at the registered office of the Company under section 169 of the Companies act 1956 for the appointment of the director in thier proportion but company failed to proceed within 21 days and after waiting 30 Days than Actual Majority Shareholders called a General meeting of the Shareholders for the the appointment of the Directors. all the proceeding were done as per section 169 of the Companies Act, 1956. and the directors were duly appointed. and they filed the Form-32 for their appointment as a director in the Company. but THE COMPANY WAS IN DEFAULT FOR FILING OF THEIR ANNUAL ACCOUNTS WITH THE ROC. SO THE NEWLY DIRECTORS ALSO BECAME THE DEFAULTER DIRECTORS. and THEY CAN NOT FILE ANY FORMS in OTHER COMPANIES IN WHICH THEY ARE DIRECTOR. SO HOW CAN BE THEY LIABLE DEFAULT OF THE COMPANY MADE BY THE COMPANY BEFORE THEIR APPOINTMENT.
@) ANOTHER FACT IS THAT THE NEWLY APPOINTED DIRECTOR HAS NOT IN THE POSSESSION OF THE STATUTORY RECORDS OF THE COMPANY AND THE EARLIER BOARD IS ALSO NOT PROVIDING THE SAME........ SO NEW DIRECTORS CANNOT FILE THE ACCOUNTS OF THE COMPANY WITH REGISTRAR OF COMPANIES AS THEY HAVE NO RECORDS. SO HAW CAN WE PROCEED TO CALL THE STATUTORY RECORDS OF THE COMPANY AS IT IS UNDER THE POSSESSION OF THE EARLIER BOARD?
3) AS WE HAVE WRITE VARIOUS LETTERS AND REMINDERS THEREOF TO THE EARLIER BOARD FOR PROVIDING THE STATUTORY RECORDS OF THE COMPANY...BUT NO RESPONSE HAVE BEEN RECORDED TILL TODAY FROM THEIR SIDE.
Avinash Soni
(Querist) 10 January 2012
PLEASE SUGGEST IN THIS CASE?
Deepak Nair
(Expert) 10 January 2012
NO, the present director cannot be held liable in this case.
Avinash Soni
(Querist) 10 January 2012
Sir please tell me how present director cannot be held liable in this case ?
Advocate. Arunagiri
(Expert) 10 January 2012
The director personally is not liable for any act before his appointment, but, as the director of the company he is responsible in his official capacity.
Raj Kumar Makkad
(Expert) 14 January 2012
The director is not responsible for the previous working of the company prior to his joining in the given case.
DEFENSE ADVOCATE.-firmaction@g
(Expert) 10 January 2012
