Please Need Suggestion Please Help

Please explan "Non executive director" . What Is Non Executive director? I have 50% share in my company and i am a director.

And in the company in which i am working i am just a employee.

Generally in private companies directors are appointed as Promoter and Non-executive director which means you are non-working director and also you are not an employee of this private company. If you had been an executive director it means you are giving your full time to the company and you cannot be employed elsewhere.

For this you have to check form 32 that has been filed with ROC while incorporation of your company. Also whether you are receiving any remuneration from the company. But I am very sure you have been appointed as non-executive director, so no need to worry.

To save yourself from any other personal liability also check that your company has not accepted unsecured loans from outsiders except from you and another director and relatives of you both.

If possible kindy mail me your latest balance sheet on preetijaiswal2009@gmail.com.

Whether a person can file a criminal complaint on civil dispute which was already decidedd. If yes, plz give me some judgements with latest.

For filing criminal suit grounds of criminal nature must exist, no matter whether the same case has been decided in the civil court as civil court cannot decided matter of criminal nature. For case law viist indiankanoon.org there you can find number of cases on this subject.

Preeti Jaiswal

You say yours is a private limited company and you are two Directors. Both of you are 100%(50% each) share-holders and there is no other share-holder in the company. And you want to leave the company in any which way whereas the other Director wants to continue the company.

If you do now want to continue with the company, you can let your intentions to this effect known to the company. In this case, you have to address the communication to the comapny with the attention of the other Director.

Since there are no other members in the company, you have to inform your creditors, lenders, customers, clients and other stake-holders about your decision so that they are left in the dark..

A Private Limited company cannot continue if the minimum number of members falls below 2. It then ceases to remain a company and the turns into a proprietorship firm.

The other Director will have three options :-

1. Run the company as a sole proprietorship.

2. Bring other Director in your place to continue as a pvt limited company under Company's Act and your shares are transferred to him.

3. Wind-up the company.  

No legal action can be brought against you since it is one of the characterstics of a company that share-holders are free to leave the companies by transfer of shares held by them.

Dear Sir,

There is a dead lock in the company as there are two members holding 50% stake each in the capital of the company and 50% voting power in the meeting of the board of Directors and they are not going together. The company is running in losses. Secondly, the viability is lost.  While you want to get out of the company and start a new project, the other director wants to stay put in the company. You can send a letter to the other member and director informing him of  your intention to quit from the directorship and proposal to transfer your shareholding to him or his nominees for a reasonable price and promise to extend all cooperation to induct another director and shareholder in to the company  for the smooth running of the company or suggest to him in the alternative, to go for winding up either voluntary or court winding up on account of accumulating losses and loss of substratum and if he does not respond favorably, you may apply to the court for winding up and then, you will have good defense and fair chances. I do not understand the logic behind your statement that you intend to take upon yourself the liabilities of the past client as, that liability belongs to the company and not you personally. Is there any understanding to that extent between you and the other member? It requires some clarify.

Regards,

Murali Krishna W,

Advocate and Corporate Consultant

Dear Sir,

There is a dead lock in the company as there are two members holding 50% stake each in the capital of the company and 50% voting power in the meeting of the board of Directors and they are not going together. The company is running in losses. Secondly, the viability is lost.  While you want to get out of the company and start a new project, the other director wants to stay put in the company. You can send a letter to the other member and director informing him of  your intention to quit from the directorship and proposal to transfer your shareholding to him or his nominees for a reasonable price and promise to extend all cooperation to induct another director and shareholder in to the company  for the smooth running of the company or suggest to him in the alternative, to go for winding up either voluntary or court winding up on account of accumulating losses and loss of substratum and if he does not respond favorably, you may apply to the court for winding up and then, you will have good defense and fair chances. I do not understand the logic behind your statement that you intend to take upon yourself the liabilities of the past client as, that liability belongs to the company and not you personally. Is there any understanding to that extent between you and the other member? It requires some clarify.

Regards,

Murali Krishna W,

Advocate and Corporate Consultant

This view seems incorrect. If after formation the membership of a company falls below the statutory minimum, the company can continue its business as usual for 6 months and even thereafter if the number is not made up it has no consequence on the existance of the company but all the existing members who have been carrying on the company with less the membership will become personaly liable for the contracts entered by the company with less membership.

If there is a deadlock between the two directors, they don't see eyes to eye or the business of the Company cannot be carried on except on losses, are just and equitable grounds for winding up. Another point which has been lost in discussions is that since you were working under a corporate structure, your liability, whether for past or future transactions, will be limited only to face value of the shares subscribed by you in the Company and no more.