How to close the private limited company with 2 shareholders

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Querist : Anonymous

Querist : Anonymous (Querist)

07 January 2011 Two equal shareholders 50-50. A is sleeping partner, B is managing director, did forging signature on all resolutions, and ROC papers. B has single signatory in the bank, therefore misusing funds. A can also use his signature for bank operation but so far not using. What should A do to achieve shares of A back if A want to quit the company in this case ?

Jayashree S Iyer

Jayashree S Iyer (Expert)
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10 January 2011 It means B is having full control of the Company.

If A wants to come out, there are 2 options:

1) Find the provisions/restrictions contained in Articles Of Association with regard to transfer of shares.If no specific restriction, then find a buyer for these shares. Sell them and come out.
2) If the articles does not allow you to sell it to a third party or you are unable to find a buyer, then file a petition before Company Law Board alleging oppression and mismanagment u/s.397 and 398 of Companies Act, 1956 by B and let the dispute be settled by CLB.

Would like to have the views of other members too.

Message likes : 1 times

Querist : Anonymous

Querist : Anonymous (Querist)

10 January 2011 I forgot to say. Company is private limited with 2 share holders. And there is no article of Association signed before because both are founders.

Looking forward to have views of other members.

Thanks.

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Querist : Anonymous

Querist : Anonymous (Querist)

10 January 2011 Any more views ?