Did you inform registrar of companies that you had resigned as director and your resignation has been accepted
2) you can rely upon no dues certificate to dispute your liability for performance clause
claim on performance clause by director
I have resigned from active duty two years back in a company where I was a minority share holder. I gave my stake to majority stake holder. I received a categorical no dues certificate from previous establishment mentioning no obligation. sighned and stamped There was a problem with other 2 existing partners a majority vs minority. Now the majority stake holder after 2 years is making me liable to a performance clause when the company was established. It's a pvt Ltd company now dissolved
Asked 10 months ago in Business Law
First answer received in 10 minutes.
Lawyers are available now to answer your questions.
8 Answers
yes there cfo made me sighn dir certificates the recent problem has come to my notice from the other minority partner. she says there is an accusation against me. I am also an accused. The IO got in touch with her a month back and she is now going to appear in front of io I have not got any phone/mail from io to appear The minority partner says no letter has been given to her but the io spoke on phone and showed the complain subtly to her lawyer why haven't been I called if I am also an accused as per the other minority partner ?
Asked 10 months ago
They can’t make you liable for the same now. You can reply the same through your lawyer
- Claim of performance failure is hit by delay of two years. Audit of two years failed to detect any performance failure.
- Having received no obligation certificate, no claim of performance can be made.
summons would be issued to you to record your statement
2) if summons are issued deny your liability
3) obtain copy of complaint filed against you
Its been two years after your resignation was accepted by the company besides they have issued a no due certificate, hence the purported liability is just false claim made to trouble you therefore you can deny the liability allegation made against you.
In case you are also summoned by the IO you may appear and give a statement in this regard denying the allegations made against you and if they still proceed with filing the case, you may obtain anticipatory bail and challenge the same on merits before the trial court
Dear Client,
Your case deals with a dissolved Pvt. Ltd. company, a dispute relating to performance clause, and even an in-forthcoming police inquiry here's how to proceed:
1. Liability on Performance Clause After Resignation & No Dues Certificate
Two years have passed since you have resigned. Also, you hold a No Dues Certificate, duly signed and stamped by the company. In the absence of any issue of fraud or misrepresentation,the liability on you cannot occur.
Dissolution of the Company:
If the Pvt. Ltd. company is dissolved, there is no legal entity left to enforce a performance clause unless it was a personal guarantee.
The majority stakeholder cannot suddenly impose liability after two years, as the NDC acts as a release from obligations.
2. Why Has the Investigation Officer (IO) Not Contacted You?
If you are an accused, the IO should officially notify you.
Possible reasons why you haven’t been contacted yet:
You are not formally named in the complaint/FIR but are being mentioned informally.
The IO is still investigating and may summon you later.
The complaint is only in an inquiry stage, and FIR is not yet registered.
3. Immediate Actions to Protect Yourself
✅ (A) Check If an FIR Has Been Filed Against You
Engage a lawyer to check the local police station records where the case is being investigated.
File an RTI application or approach a lawyer to check the FIR status online (if applicable in your state).
✅ (B) File a Preemptive Representation to the Police
Since you have a No Dues Certificate (NDC), submit a formal representation to the IO & senior police officials, stating:
You resigned two years ago and have no obligations.
The company is dissolved, and no legal claim exists.
If there’s a complaint, you should be officially notified, rather than being accused indirectly.
✅ (C) Prepare for a Possible Summons
If the IO contacts you, do not panic.
Ask for a written summons (CrPC Section 41A notice) before appearing.
Do not answer informally—consult a lawyer before giving any statement.
✅ (D) Seek Anticipatory Bail (if required)
If you suspect an FIR may be registered, apply for Anticipatory Bail under Section 438 CrPC to avoid arrest.
4. How to Handle the Majority Partner’s False Claim?
Send a Legal Notice to the majority stakeholder, stating:
The company is dissolved, and no liability exists.
You have an NDC releasing you from obligations.
If they persist, you will take legal action for harassment and defamation.
5. Conclusion & Next Steps
✅ Step 1: Check FIR status through a lawyer.
✅ Step 2: Submit a formal police representation to clarify your position.
✅ Step 3: Do not engage informally with the IO—wait for a written summons.
✅ Step 4: File for anticipatory bail if needed.
✅ Step 5: Send a legal notice to the majority stakeholder for harassment.
-
No Dues Certificate Protects You: Since you have a signed No Dues Certificate, you are not liable for any performance clause now. -
Company Dissolved = No Liability: Once a Pvt Ltd company is dissolved, claims become difficult unless fraud is alleged. -
Wait for Official Notice: If the Investigation Officer (IO) hasn’t contacted you, don’t act based on hearsay. -
Check FIR or Complaint Copy: If an FIR is registered, get a copy via a lawyer. -
Preemptive Legal Action: Consider filing for anticipatory bail or legal protection if you suspect false allegations. -
Prepare Response: If called, consult a lawyer before responding to IO.
For detailed, personalized advice, consider a phone consultancy. Hope you find the information helpful. You are free to contact me for further discussion. If you could spare two minutes of your time to write a review, it would be greatly appreciated and bring immense happiness to read it. Thank you. Shubham Goyal.
