After Incorporation of Pvt. ltd.,
This query is : Resolved
07 November 2008
One of the director out of 3 wants to resign from Pvt. ltd.( Paid up 1 lacs) he has not given the any money for subscribtion of shares in MOA.
New Person want to entered as director with equal shares.
What is the procedure for above situations ?
New Person want to entered as director with equal shares.
What is the procedure for above situations ?
07 November 2008
THe resigning director can transfer his shares to the new director, after the new director pays for the dues of the old director in respect of such shares to the company
07 November 2008
But resigning director has not paid the share money, in such case what is procedure ?
07 November 2008
That is why I am saying that the money due by the retiring director to the company can be paid by the new director which is the consideration payable by him to the transfering person with his approval.
07 November 2008
should i file any form with Roc for that procedure ?
07 November 2008
Interestingly, there is no provision under the Companies Act, 1956 (the Act) relating to the resignation of a director from his/her office. Thus, we need to examine the articles of association of a company or the terms of appointment to determine when and how a director can resign from his/her position as a director of a company.
Under section 303 of the Act, a company is required to maintain a Register of Directors, which should contain the prescribed details, and when there is any change in the position of directors (appointment, resignation or removal), file a return with the Registrar of Companies (ROC) in Form 32 in duplicate, giving the necessary details of the change within 30 days thereof.
In the case of T. Murari vs. State [1976] 46 Com. Cases 613 (Mad.), it was held that, in the absence of a provision in the articles of association of a company, the resignation tendered by a director unequivocally in writing will take effect from the time when the resignation is tendered. Further, a voluntary resignation, permitted by the articles of a company, isn’t dependent on its acceptance by the company, unless provided otherwise - Fateh Chand Kad vs. Hindsons (Patiala) Ltd. [1957] 27 Com. Cases 340. A resignation indicated orally at a general meeting and duly accepted thereat, was held to be effective in Latchford Premier Cinema Ltd. vs. Ennion [1932] 2 Com. Cases 106. However, a verbal resignation would not be effective in the light of such an article, if made to, and accepted by the Board of Directors, since the Board would have no authority to accept, and the resigning director would be unable to end his contract with the company, except in accordance with its terms, express or implied, or with the company’s agreement. Thus, the acceptance of resignation to end the tenure of office of a director would be mandatory only in cases where it is stated either expressly in the articles or in the terms of appointment. In the absence of the above stipulations, the resignation of a director, once submitted to the company, would take effect immediately.
In the recent case of Saumil Dilip Mehta vs. State of Maharashtra [2002] 39 SCL 102 (Bom.), on December 1, 2000 the District Collector/Tehsildar, Government Dues Recovery, District Mumbai issued a notice to Arihant Agro Products Ltd. (AAPL) informing them that the land belonging to Saumil D. Mehta...
Under section 303 of the Act, a company is required to maintain a Register of Directors, which should contain the prescribed details, and when there is any change in the position of directors (appointment, resignation or removal), file a return with the Registrar of Companies (ROC) in Form 32 in duplicate, giving the necessary details of the change within 30 days thereof.
In the case of T. Murari vs. State [1976] 46 Com. Cases 613 (Mad.), it was held that, in the absence of a provision in the articles of association of a company, the resignation tendered by a director unequivocally in writing will take effect from the time when the resignation is tendered. Further, a voluntary resignation, permitted by the articles of a company, isn’t dependent on its acceptance by the company, unless provided otherwise - Fateh Chand Kad vs. Hindsons (Patiala) Ltd. [1957] 27 Com. Cases 340. A resignation indicated orally at a general meeting and duly accepted thereat, was held to be effective in Latchford Premier Cinema Ltd. vs. Ennion [1932] 2 Com. Cases 106. However, a verbal resignation would not be effective in the light of such an article, if made to, and accepted by the Board of Directors, since the Board would have no authority to accept, and the resigning director would be unable to end his contract with the company, except in accordance with its terms, express or implied, or with the company’s agreement. Thus, the acceptance of resignation to end the tenure of office of a director would be mandatory only in cases where it is stated either expressly in the articles or in the terms of appointment. In the absence of the above stipulations, the resignation of a director, once submitted to the company, would take effect immediately.
In the recent case of Saumil Dilip Mehta vs. State of Maharashtra [2002] 39 SCL 102 (Bom.), on December 1, 2000 the District Collector/Tehsildar, Government Dues Recovery, District Mumbai issued a notice to Arihant Agro Products Ltd. (AAPL) informing them that the land belonging to Saumil D. Mehta...
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