19 July 2022
I AM A DIRECTOR WITH A COMPANY WITH 5% STAKE .. REST IS WITH 2 OTHERS .. LAST YEAR THEY DECIDED TO CLOSE THE COMPANY .. BUT I WANTED TO TAKE IT FURTHER AND ASKED THEM TO TRANSFER THE COMPANY IN MY NAME .. IT WAS AGREED .. THERE IS SOME PAYMENTS PENDING TO VENDORS N CLIENTS N AUDITORS WHICH WAS DECIDED IT WILL BE PAID BY THEM .. LAST 2 YEARS EVEN THE AUDIT HAS NOT BEEN CONDUCTED
BUT SINCE THAN THEY BOTH ARE NOT COMMUNICATING .. I DO NOT HAVE ACCESS TO ANY COMPANY PROCESSES OR EVEN BANKING .. IT IS A GUJARAT BASED COMPANY AND I WAS PLACED IN BANGALORE .. FOR SURE THERE ARE NO TRANSACTIONS HAPPENING AS OF NOW WITHIN THE COMPANY
ANY ATTEMPT TO CONTACT THEM HAS BEEN FUTILE EVEN THROUGH OUR CA AND AUDITOR ..
I WANT TO KNOW WHAT PROCEDURES I WILL HAVE TO TAKE
1. GET THE COMPANY TRANSFERRED ON MY NAME ( WITH NEW DIRECTORS ) 2. IF I NEED TO COMPLAINT THEN WHERE AND TO WHOM SHOULD I COMPLAINT 3. I EVEN HAVE SOME PAYMENTS TO BE MADE TO ME BY THE COMPANY .. HOW DO I CLAIM THAT TOO ..
06 July 2024
Given the situation you've described, where there is a deadlock among the directors and you are seeking to take control of the company and resolve pending issues, here are the steps you can consider:
### 1. Transfer of Company Ownership:
To transfer the company into your name and address the deadlock:
- **Resolution and Agreement:** Since the decision to transfer the company to you was previously agreed upon, document this agreement formally if it hasn't been already. This should ideally be in writing, signed by all parties involved.
- **Board Resolution:** A board resolution needs to be passed by the company's directors (including you) to authorize the transfer of ownership. This resolution should be recorded in the minutes of a board meeting.
- **Share Transfer:** If you are acquiring the shares of the other shareholders, ensure the transfer of shares is executed properly according to the procedures laid out in the Articles of Association of the company and the Companies Act.
- **Update Registrar of Companies (ROC):** After the share transfer, update the ROC regarding changes in the company's ownership and directorship. This involves filing Form DIR-12 and any other relevant forms as per the Companies Act, 2013.
### 2. Addressing Non-Communication and Pending Audits:
- **Communication Attempts:** If attempts to communicate with the other directors have failed, and if they are obstructing company operations, legal action may be necessary.
- **Company Audit:** Despite the lack of communication, an audit is legally required. If audits have not been conducted for the past two years, immediate steps should be taken to initiate and complete the audit process. You may need to engage a new auditor if the current one is uncooperative.
### 3. Legal Recourse:
- **Company Law Board:** In India, disputes related to companies can be brought before the National Company Law Tribunal (NCLT). You can file a petition with the NCLT to resolve disputes among directors or to seek directions for company management.
- **Legal Counsel:** Engage legal counsel specialized in corporate law to advise you on the best course of action, especially if there is non-compliance or obstruction from other directors.
### 4. Claiming Outstanding Payments:
- **Due Payments:** If the company owes you payments, these should be documented as part of the company's liabilities. As a director and stakeholder, you have a right to claim these payments.
- **Resolution for Payments:** Ensure that the company passes a resolution to authorize the payments owed to you. This should be documented in the company's records.
- **Legal Action:** If necessary, legal action can be pursued to recover outstanding dues. This could involve filing a case in the appropriate civil court.
### Additional Considerations:
- **Maintain Records:** Keep detailed records of all communications, resolutions, and actions taken regarding the company. These will be crucial if legal proceedings become necessary.
- **Seek Cooperation:** Attempt to resolve issues amicably and in accordance with the law. Sometimes, mediation or arbitration can be effective in resolving disputes without resorting to court action.
Given the complexity of your situation, involving legal and procedural aspects, it is highly recommended to consult with a corporate lawyer who can provide specific guidance tailored to your circumstances and the laws applicable in Gujarat and under the Companies Act, 2013. They can assist in navigating the process of company transfer, resolving disputes, and ensuring compliance with all regulatory requirements.
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