Closing of Pvt Ltd Company having Loan
Querist :
Anonymous
(Querist) 04 October 2010
This query is : Resolved
Following are the situation:
1. Pvt Ltd company with 3 directors.
2. My father( MD - 50% share) and my mother(director - 20% share ) of that company.
3. Third director(30% share) was an outsider.
4. This company was running in my home premises and as a tenant ( premises was not in company's name)
5. The company has a cash credit loan of few lakh rupees having personal guarantee of the directors.
6. After my parents death, company(which was making huge loss) operation shut down totally.
7. Loan accout is in NPA state. Company assets( FD, machineries ) are liquidated.
8. No one from my family(including me) is part of this company and I am by profession in service of different pvt sector company as I didn't wanted to be involved in the business.
9. I am the only son/successor of my parent.
Now my Questions are as follows:
1. I have to move out of India for my service for atleast 20 years. Will there be any problem?
2. I want to sell out/ rent this entire property. So will be any problem?
3. How much is the liability of that existing 3rd director(He had 30% share)?
4. Before moving out of India, within next couple of months, Do I have to settle anything(I don't want to take any headache of this closed business as I am not part of this business)?
Please suggest...
DEFENSE ADVOCATE.-firmaction@g
(Expert) 04 October 2010
Legally only existing director will have liability.
Personal guarantee even if given has no legality.
Sale the assets with help of lenders.
No personal problem to you
Querist :
Anonymous
(Querist) 04 October 2010
With reference to the answers of respected Shasikumar, I have further queries...
1. Bank where the company owns the cash credit loan, has also frozen the my savings a/c and my FD not clearing. Is it possible? How it can be handled?
Nu.Delhi.Law.Fora.
(Expert) 04 October 2010
Dear Querist,
Having perused facts so given, I am of the following view:
Since, you are neuther a debtor or director of the company under liquidation, you have no obligation under law for not to move out of India for your service. I dont forsee any problem in given facts.
Since, the company under liquidation has its office on your own property, it would be practically advisable to get creditors alongside while disposing the said entire property. This will help you to avoid delay.
Thirdly, 3rd director is liable for his being a director not for he had 30% share. Legally, his liability acrues the moments he becomes director of the company for its affairs since directors' liability is unlimited.
Fourthly, in the facts, it is not permissible for bank to freeze your savings a/c and holding back on your FD.
Please take appropriate action against the bank.
Trust this would suffice.
Rabin Majumder
Advocate & Attorney
For Nu.Delhi.Law.Fora
New Delhi
Advocate. Arunagiri
(Expert) 06 October 2010
As per the companies act the liabilities of the shareholders are limited to the extent of their share value only.
If any of the director had given personal guarantee, even if the guarantor had not given any collateral security, the bank is having all such rights to attach the property owned by the guarantor, if the company fails to repay the loan.
The bank has absolutely no rights to recover from the legal heirs. The freezing of the accounts held by the legal heir is illegal.
You can report to the banking ombudsman and also issue a notice to the bank. Your account will be released shortly.
