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query

SUDHIR & PRADEEP JI (CA FINAL+LLB + DISA) (2299 Points)

18 April 2010

dear all

there are three director in the company (p) ltd.

but due to some problem their has been fighting among the directors (who r original the owners of the business)

now they decided to distributed the company in them self.

but now my query is that how can we distribute the company as legal point of view it has seperate legal entity.

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6 Replies

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 19 April 2010

Practically they should go for sattlement...

Transfer all the share to one group & make payment in cash(here cash means "crossed cheque/DD") or in any other mode for these shares. The transfer price of share can be that which is mutually agreed on the basis of goodwill of the company.

Also wait for the other member's view.

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CS Jithesh (ACS,) (COMPANY SECRETARY ) (485 Points)
Replied 19 April 2010

The Directors are different , Shareholders are differenent so as the company. All are having seprate legal entity and existance. 3 Directors are fighting doen't mean that the close can be distributed among themselves. If the process of settlement is not working then we can go for winding up of the company provided these 3 directors are the only shareholders.

In this case kindly go for Arbitration as it saves time and money. Because winding up is not an easy process and will take time.

This is my view :)

CA Ayush Agarwal (Kolkata-Pune-Mumbai) (27086 Points)
Replied 19 April 2010

Practically Speaking,

I Think Company Should Be Sold to Group & Take Your Consideration as Per Mutually Agreed.

Bcoz Winding Up of Company is Not Perfect Solution as Its Not a Simple Process..

parinita jadhav (Article trainee) (166 Points)
Replied 19 April 2010

Simple Solution:

Distribution of Company's Share Capital is possible only in the even of voluntary winding up of the company. Its the best possible solution & will not incur expenses like that in compulsory winding up.

Radhakrishna Das (Articled assistant) (39 Points)
Replied 19 April 2010

I agree with Jitesh ji.

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CS GK Murty (Company Secretary) (225 Points)
Replied 21 April 2010

Hey..one more feasible solution if then can. Let them come to an understanding that the interest of other shareholders are sold to the third one after valuation of the business and by mutual consent, the one who take over, be allowed to appoint one director of his liking to comply with sec. 252(1). Let the other two adieu goodbye...