private limited company
welcomeoncloud9
(Querist) 15 June 2011
This query is : Resolved
Sir,
what are the liabilities of director of Pvt ltd Company after resigning from the company and when no tax yet filed by the company and new director is already on the board. is the Movement of the Money from the companies account will be answerable by old Director, when old director has sold the shares and resigned from the company totally. Notarized agreement is signed between the director who remained on the Board and Director who resigned from the Company by saying all the liabilities and responsibilities is taken by Director who remained on the Board. Does it relives the old Director of any liabilities towards the Company? also share have been sold to the Directors Nominee and the Money is Transferred from the Company's account on to Personal account and given to the Director who resigned. is this legally safe ? and all the transfer has been done without the Knowledge and acknowledgement of the Director who resigned.
kindly help as the case more complicated!
prabhakar singh
(Expert) 15 June 2011
"is the Movement of the Money from the companies account will be answerable by old Director"???????????????
yes !is the answer if it was moved during the period,the old director was in charge of co. affairs.
No!if movement is after his resignation from office.
Advocate. Arunagiri
(Expert) 15 June 2011
The director is responsible for all the acts of the company during his tenure. Even if he resigns, he can be held responsible for the older period, if the issue was found subsequently.
M V Gupta
(Expert) 19 June 2011
As you are aware a pvt ltd company has its own legal personality distinct from the share holders. Hence the liabilities of the company have to be met from the assets of the company only. No personal liability of the Director or individual share holders.In the light of this legal position your queries are answered below:
1.Liabilities of the Director resigning from the Board: If the Director has not given any guarantee for the company's borrowings or other deals, his liability will be the same as that of a share holder. that is, his liability is limited to the shares held by him in the Company. No personal liability. 2. Liability for the movement of money from company's A/c after the old Director has sold his shares: No liability. 3.Notarised agreement with the continuing Director: Does not make any difference from the legal position stated above. 4.Shares of the old Director purchased with the help of money received by the purchaser from the Company:In the absence of any collusion the old Director selling the shares is not accountable.
welcomeoncloud9
(Querist) 15 July 2012
sir ,
Now after year of resignation , i have received notice from ROC for default for Holding Agm, Submission of balance Sheet Copies and filing of reuturns ,and sections 159/160/168/220 are slammed on me. asi mentioned in my last query , I have already resigned from the Company on 28th march 2011 , when already two directors were present during my resignation , now My Company have not generated my FOrm 32 and ROCdoesnt know whther or not iam with the COmpany .Sections Are booked for the period 31/03/2011 and Agm and Submission of Balance Sheets before 31/09/2011 , and i have resigned on 28th MArch 2011.
I would like to seek your help and assistance to reply to the ROC notice when i have resigned from the Company and need to inform the facts to the ROC.Can i get An draft of the reply to this Notice?
M V Gupta
(Expert) 15 July 2012
You have raised the query under pseudo name. A reply cannot be provided without looking into the notice given and other relevant facts. Why not consult an advocate with all relevant documents, so that he can help u in the matter. The trouble seems to have arisen as Form No. 32 was not filed by the Company when you had resigned as Director of the Company.
Guest
(Expert) 15 July 2012
In the whole of the question as well as in your supplementary information, you have not stated the status of your company, whether newly registered or old, or date of holding of agm, date of last balance sheet, etc.
Irrespective of whether you submitted resignation on 28.03.2011, as director of the company, you were collectively liable to hold the AGM, if due to be held any time during 2010-11 and also submission of balance sheet within 60 days after holding of agm.
You can however send your reply stating about the fact of your resignation and wait for the response from the ROC.
welcomeoncloud9
(Querist) 16 July 2012
But sir i was never managing and instructing the company operations. He was and still he is managing director. And if iam not mistaken MD is responsible for AGM or balance sheet submission. Company formed in 2009-2010. And company never informed about AGM, so how i will know what is happening in the company when i had already resigned and out of the office. incase of tax liability of the company explanation can be given to ROC, or Roc can cease the companys asset for the tax recovery.... The company is not big a very small Realty company.... With profit of about 1 cr. so my question to you is, why iam as independent director will be responsible for all this and i think recently supreme court has given protection for the director who is not a managing director and not looking in to financial affairs of the company.
welcomeoncloud9
(Querist) 17 July 2012
no replies as yet sir.......
Mr. Gupat:- How i will force the Company to generate form 32 when iam not present in the companys office at all and all the disputes between us. so shouldnt ROC should held Company responsible for improper functionin of Company and bypassing the rules of ROC?
M V Gupta
(Expert) 18 July 2012
In practice whenever a Director resigns from the Company, Form No. 32 is got signed by the Secretary or MD and got filed immediately. You may however submit a reply setting out the facts enclosing the letter of resignation which has been duly acknowledged by the Company and state that you are not responsible for the defaults committed by the Company.
