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Name (Director)     19 February 2011

Please Need Suggestion Please Help

I have a Pvt. Ltd Company In West Bengal, India.We provide software and website development services Because from long time company going loss and liabilities are increasing i do not want to work more in this company . I am ready to take liabilities for past client . But not wont to work on new project because new project comes with new liabilities. Now other director (2 director in company) want to continue with more project .

Please suggest me how to come over the problem.  



Learning

 23 Replies


(Guest)

Dear Sir,

Kindly tell me the your percentage of voting rights in the Company.

Preeti Jaiswal

Name (Director)     19 February 2011

There Are 2 Directory In This Company me and one other . Bot we are 50% share holder in this company 

mayilsamy n (student)     19 February 2011

Option - I:  (resign from the directorship)

You can resign the post of directorship from the company. inform your decision by written to the board.so that you cannot be personally held for any ultra vires act from now on. upon acceptance of resignation by board, inform all your clients and creditors.

if at all there was any ultra vires act during your tenure as director you can be personally held liable for such acts, i think you are willing to accept such liabilities.

Option - II: voluntary winding up of the company.

A voluntary winding up requires a special resolution to be passed at the general meeting. in order to pass a special resolution 3/4 majority is required.

option - III: Compulsory winding up (in case other shareholder are not willing to wind up)

If you have good relationsship with the creditors then you can them to make an application in court of law for winding up of the company  for a reason, company's inability to pay the credit. you need to carefully follow the due course of law.


(Guest)

Dear Sir,

As you said there are only two directors then  for entering into and for signing any new projects authority must have been delegated to any one director and if that authority has been delegated to you then its better not to sign any documents on behalf of the company for any such new project.

In case authority has been delegated to him severally then its a situation of dead-lock in management. You have an option of making an application to the high court for winding up of the company.

Else, if possible pass new resolution in Board/general meeting delegating authority to both the directors jointly for enetring into any new project.

 

Preeti Jaiswal

 

Name (Director)     19 February 2011

There Are Only 2 Director Me And One Other . Can i resign from the directorship ? I am Ready To Take liabilities for the past client's project.


(Guest)

Dear Sir,

Resignation will not help you at this stage becasue two directors are must on the company's Board of Directors. Therefore, in my view, you only make a winding-up application.

Preeti Jaiswal

Name (Director)     19 February 2011

I am ready to winding-up but other director is not willing to do this . What Can I Do ?

What Legal step he can take for me if i stop working on new project please suggest . He toled me that "I will Take Legel step if you not work on new project  because i need money "

Am i bound to work on new project .


(Guest)

Sir, for this you do not have to take the consent of the other director. You yourself are entitled to present a winding-up petition  to high court as a contributory.

Preeti Jaiswal

1 Like

Name (Director)     19 February 2011

What Legal step he can take for me if i stop working on new project please suggest .

As I am A Director Presently am i bound to work on new project .  


(Guest)

Dear Sir,

kindly give your number.

Preeti

Name (Director)     19 February 2011

My No is : +919832153445

mayilsamy n (student)     19 February 2011

yes, Ms.Preeti is correct, I think winding up would be the best solution, In this you can make application u/s 433 & 439 of companies act for winding up the company. you can apply as contributory and may be on the ground  just and equitable grounds.

just and equitable grounds - meaning :

In accrodance with the rules layed down in the case kaithal vs general mills ltd, you can put up a defence in the court of laws as ,

  1. "impossibility to carry on business at profit but to make only loss here after if furthur business is carried on any furthur"
  2. existing assets or probable assets are insufficient to pay the existing debts

so you need to have evidence in support of your arguments. if no sufficient document with you the opposition may say it's a temperary difficult and business has a bright future, in that you may lose. so kindly collect relavent evidence which evidencly proves that business is in loss and hence if furthur continued would cause a great damage to all the stake holder in company.

or collect evidence to prove that "probable assets are insufficient to pay the existing debts"


Good luck and all the best


 

Name (Director)     19 February 2011

One More big question please suggest . Because Of Money Problem before 2 months i have join a another Pvt. Ltd. company as a employee .

Is There Any Law That A Director Of Pvt. Ltd Company Can Not Join Other Cpmpany As A employee? 

If have then what kind of legal step he can take against me  and what is the panistment punishment by law.


(Guest)

This is not an issue, if you are a Non-executive director in the company.


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