Share holder dispute

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

03 March 2012 Hi,
we are three partners in a private limited company and three of us has equal shares.

all three of us are Full time directors.

Recently two of the directors given a termination notice to the third director fom the position of director.

but he volunteerly decided to go out from the company by selling his shares and asked us to settle his account with in three months.

for this initially we agreed, but since the financial position of the company is not good we asked six months time for his settlement.

for this he is not agreeing and thretining us that he will issue legal notice to the company and directors.

the company is started only one year ago and yet to make any profits. Practically the company has not even reached breakeven point.

he is putting pressure for immediate settlement because he already started another company on his own and sending mails to our existing clients to divert the business to his new company.

can any body please let us know what kind of legal implecations the company or the directors has to face?

will the court orders to close the company?

how can we defend his legal notices?

CA Sumat Singhal

CA Sumat Singhal (Expert)
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03 March 2012
Greetings!!!
In a private limited company formal acceptance of resignation of an ordinary director is not mandatory. So in your case a director can resign by simply tendering his resignation letter to the other ill-behaved director without his formal acceptance.
Resigning director must ensure filing of form-32 regarding his resignation. After resignation immunity will be with the resigning director from the date of resignation regarding responsibility of the act of other director or company.
Further, the settlement of dues would be done as per the terms of his appointment or if his was a contractual employment, as per the agreement or contract.

Hope this would help you.

Thanks & Regards,

Querist : Anonymous

Querist : Anonymous (Querist)

03 March 2012 dear sumat singhal,
than you for your reply.

the ill-behaved director is a whole time director and is also a share holder.

our question is can he take a legal action on us or the company if we delay his settlement money, since the company is sick.

as such we didnt had any agreement for settlements.

Tareq Imam

Tareq Imam (Expert)
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03 March 2012 He cannot pressurise you to buy his shares. It is totally your decision whether you buy them of not. since you both make majority. Just relax and do business.

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