Dear All,
I have one query, I am handling one corporate client. The fact of the same is as follows:
The Private Limited was started in the year 25/04/2005 and later on in 2008, new management has joined the company and changed the name of the Company. The Company is in the business of e commerce. Two of the main directors of the company is the renowned enterprenuers in India and have invested money around 2.25 crore in the business.
Shareholding pattern:
X and X wife - 50% (Promoters of the Company)
Y and Y wife - 50%
But now X and his wife is not participating in Company day to day operations and are busy in there own private limited company.
Mr. Y and his wife wife is running company in a very poor manner and has many statutorty default including Income Tax and statutory compliances as per Companies Act.
There is no loan agreement available in case of Unsecured Loan from Director
Proper intimation has been sent to ROC, in regard to charge on asset and loan taken.
To sum up, the transaction is totally messed up and lot of statutory default is there.
The query is:
1. Mr. X and his wife wants to resign from this company asap. What is the procedure for resignation of directors?
2. Mr. X and his wife is afraid that after there resignation, all the powers come in the hand of Y, whether they have the powers to dilute there shareholding and if yes, how they protect there stake in the Company?
3. Mr. X has given a unsecured loan amounting INR 7.77 crore to the Company, what would be status of Loan from Directors after there resignation?
4. In case Y issued shares of the company at premium later on raise capital, do X has the preference in the shares or Y have the power to issue the same to any third party?
5. How to convert unsecured creditor into Secured creditor before resignation?
Please advice me in regard to the above.
Thank you
Regards
Shikha
CAclubindia
