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Resignation of directors before filing with ROC.

vishal (articled trainee) (29 Points)

17 January 2011

We would like to close down the business, Chairman is asking for the resignation of directors before filing with ROC. I am not comfortable doing this. Can you tell me if this is necessary to have the directors resignation before "closing and distribution of assets" etc. Any process or guideline documents will greatly help.
I would like to have the distribution of assets//liability before we file for closure to ROC.

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CA CMA CS Ram Pavan Kumar Melam (CA) (6980 Points)
Replied 17 January 2011

Hi Vishal, in case of close of business and dispose of assets you need to comply section 293.

There should be a minimum of 2 directors for a private company and 3 for a limited company. If after resignation of certain directors, this requirement is fulfilled you may take their resignations or may appoint new director to fulfill this requirement and file the changes with ROC.

If this is a winding up the following are the modes:

MODES OF WINDING UP

There are three modes of winding up of a company, viz.,

1. Winding up by the Court (Section 433 to 483).

2. Voluntary winding up (Section 484 to 521). This may be—

(1) members’ voluntary winding up, or

(2) creditors’ voluntary winding up.

3. Winding up subject to supervision of Court.

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vishal (articled trainee) (29 Points)
Replied 17 January 2011

@ Melam Ram Pavan Kumar

Dear Sir,

I just want to ask you whether it is mandatory for directors to resign considering that 2 directors condition is fulfilled before filing for closure to ROC wrt to Distribution of assets