Shiva Kiran (Director) 29 April 2010

Need help !

Hello All,

Not sure, if i am posting the post on the right thread. I have a question, if you guys here can help me on this !

I was a 20% stake holder in a Pvt ltd comapny . we were only 2 directors on board. Recently I sent my resignation to the other 80% stake holder. Suddenly the Charted accountant says, his younger brother has been added as a director ! I Anyways that does not boother me much.

As of now , I have not signed form32 or form 9 , I have told the CA that , I will sign only if they pay me what they owe to me. I had invensted some money, and not taken any salary for the last 15 months or so ... rather the other 80% stake holder was working in other company as an employee and also earning his salary and running his family well !

Now, the 80% stake holder and his brother are thretening that, I have miss usded the funds and also diverted business.. which is false and also they are trying to rpve it right with known customers ! Even the CA is calling me and saying to sign the form 32 and 9 with out any compensation. the CA says that under criminal act, i have done some SIN !

I am not sure what to do ! I know that truth will prevail always !!! But how can i proceed on this ! please help ...

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2 Replies

CA Adarsh Agrawal (CMD of SHAYVIDZ Group) 05 May 2010

Dear Shiva Kiran !

1st of all check the provision of AOA regarding Resignation of Director.

Check ur appointment. whether u r appointed as Director or MD or WTD?

Resignation once made is irrevocable except with GM approval. So in ur case, u have already resigned from the post of Director then it will be presumed that u r not director w.e.f. the date of ur resignation.

But if u r MD/WTD, then the formal acceptence of ur resignation letter is necessary, & ur resignation will be effective only after the date of acceptence if u r MD/WTD.

Now after ur resignation, holding a Board Meeting or General Meeting is not possible due to lack of quorum if the 80% shares r held by a single person who is director also. So, the 80% shareholder cannot appoint that CA's brother as director. If they want to appoint a new director, then they have to go for filing Petition to CLB u/s 186 of companies act.

Secondly, u cannot sign on form32 if u have already resigned. So, matter of digital signing on form32 doesn't arise. (my personal advise - dont sign on any document without consulting with an expert like Lawyer,CA,CS.)

I dont know what is form 9. I heard about this form first time from u.

About the misutilisation of fund etc., u have to prove that u have acted honestly during the period of ur directorship (i.e. till the date of ur resignation). Any of the shareholder, director, or creditor can file the petition to CLB for this. So, be ready with the paper work and justifications. This is totally the matter of fact with evidences. If u have done honestly & for the interest of the company and its shareholder, then u are safe.

Also consider the views of other expert of company law field.

Regards