Help me (urgent issue)

you may file his resignation to RoC via form 32, but as u mentioned thier is only two director so before his resignation you have to appoint another director in place of that director, because as per law in private company thier must be two director compulsarily

Mr. Izhar no need worry about that,

In your case removal of director procedure is not required to be followed since he is willing to resign, take from him resignation letter and file form 32 with respective registrar of companies, before his date of resignation any other person should be appointed as director since private company should have minimum two director as per law. 

If you are interested  to take shares of other party consider the same in board meeting for transfer of shares in your name, otherwise give him option to transfer shares to any other person who is intending.

as per my opinion it is better that you purchase shares of other party and appoint one of your family member as director, so that whole company is under your control

First of all, Appoint new director. Then accept the resignation of your partner & file form 32 for both.

Transfer the shares in your name or any other person. 

It is better if you appoint one more person as director with mutual consent. so that in future if any of the director wants to quit, the number of directors will not fall below to minimum prescibed

Thanks to all for helping me out but as i mentioned now he is ready to continue his services since he has not any other option right now. May be in future he will have another option, he may think for resignation at any time. My main issue is now that i want to be secure that if he resigns or intends to resign at any time i should have an option to remove him even without his consent?

Dear Izhar, there is the best option to take resignation from him and ask him that if he want to continue now, he can but in capacity of employee and not in capacity of director. As you know he is with you just because he has no oter option. And once he gets the option, he will leave the organisation and can create the problems for you. You better pay him the salary and take resignation and appoint some other person as director in his place from your family. Also take all the shares from him by completing all the formalities of holding board meeting and signing Share Transfer Deeds so that in future he should not be able to intervene in your business.

take some of ur relative as another equal director 1/3rd each then netime he wants to quit u can have atlest 2 dirctors and buy his shars from him in ur name,................

Hi Izhar,

Your query is categorize in two part:

1. What will be, if the no. of director go below the statutory  limit:

If the director of the company go below the statutory limit, then Article 75 of Schedule I, Table A give remaining director power to appoint other director or directors to and to call a general meeting but not other purpose. On the basis of Article 75 you your one director appoint other director to comply quorum.

2. What will be, if the no. of member go below the statutory limit i.e. minimum 2 in case of private company and minimum 7 in case of public company:

Section 45 of the Companies Act, 1956 says that if the number of members falls below the statutory limit and the company carry on business for more than 6 moths while the number so reduced, , every person who is a member of the company during the time the company so carries  on business after those  6 month and is aware of the fact, shall be severally liable.

In this case, I will suggest you to transfer the 5000 shares of the member who resign, or allot other shares to other to comply the statutory limit.

Regards

CS Ajay Mishra  

Thanks to all for your nice suggestions......