rahul (xyz) 17 June 2010

financial liability of diretor after resgnation

My company made me whole time director in one of the pvt ltd company which they had taken over, I was not a share holder of the company at any point of time neither i was a profit sharing partner, I was the salaried employee ,i gave my resignation from the post and my resignation was accepted by the MD of the company, currently they have two whole time directors including my MD in the company ,Need clarification on few points after resignation:

1 I had signed. Some chqs in the capacity of authorized sign. before my resignation which is still unpaid or bounced due to insufficient bal. i signd. these chqs in good faith of my MD without knowing the status of accounts.

2 The company had taken some loan from govt organization, as the company were taken over by our company and directors were changed in that process i signed. the documents and the directors were changed in the loan documents. The emi's of that loan is also bounced, now govt organization is taking legal action against the company.

3 With the resignation the company issued me a letter signed. by the MD stating that i will not be responsible of any financial liabilities after my resignation.I want to know how useful is the letter in court of law?

4) The company had not filed my Form 32 with ROC as yet,my name still appears on the site.

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4 Replies

ramjishyamji (consultant) 18 June 2010

1.You were director and looking after business of the co. when chrques were issued.Therefore you can be tried under N I act 138.

3.Since form no 32 not yet submitted, legally you are still a director of the co.

rahul (xyz) 19 June 2010

thanx for the reply sir,but there are some points i want you to know and suggest accordingly,

i was not looking into day to day business of that company and there is never any finacial transaction in any of my accounts through that company.

i signd. the chqs in good faith of my MD,i was not aware about the account status as i was just an employee.

i was not a share holder neither i was a beneficiary at any point of time.

At the time of resignation my MD issued me a letter which clearly states that i m not responsible for any liabilities after my resignation in any form.

I had issued a notice for form 32 to the company and roc.

rahul (xyz) 20 June 2010

Dear Sir

In my case the situation is different,the chqs that are signd. by me are given to diffrnt. customers who booked the flats with the older organization which my company had taken over against cancilation of flats as they not able to make the flats,so once the taken over process started they replaced chqs signd. by me with there chqs,customers have already started to file an FIR. but right now they are doing against the old directors as they had given the amount to them and some of them are not aware of take over process,but same time some of them have chqs signd by me.

One more imp. thing while the take over process was on there was some dispute between my MD and old directors so to my knowledge take over process was not completed as one of the old director is still the major share holder with my MD. All the booking amount or the loan taken by the govt organization were taken by the old organization and they had used that amount.

SIr, what about the letter issued by my MD to me which states that i will not be responsible after my resignation ,that does not hold any importance in this case with the view point that i was just an employee and not the beneficiry or the share holder.

YOGESHWAR. (ADVOCATE HIGH COURT-criminal /civil -youract@gmail.com) 28 June 2010

The letter is issued to you and not to the general public. Suppose for example your MD issues a letter that you do any crime on behalf of the company and you will not be responsible, WILL IT BE ACCEPTAB;E NO NOT AT ALL.