Appointment of director in private limited company

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SWAMEEGEE (Querist)
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20 February 2013 The problem is as follows:
Mr X has been made a non-executive director in a private limited company. The company filed form 32 about 9 months back. Mr. X had never given his consent to become a director. The company has never sent him any communications like notices for board meetings, etc. Mr.X was providing marketing services to the company as a third party. Even after repeated written notices, the company tells Mr. X that they will remove his name only if he gives the company a 'no-dues' letter (i.e write off the money owed to him by the company as marketing commission).
What legal action can Mr. X take? Can action be taken under Company Law and Criminal Law? If yes, under which provisions? Any reference to judgments will help. Please advise.

Ajay Mishra

Ajay Mishra (Expert)
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20 February 2013 Hi

Firstly you made a letter to the company the reason for appointing you as a director. If You are not given a consent letter of appointment as director then how then can appoint you.

You also make a mail to the director and professional who has signed Form-32 and filed with ROC.

This will be count your first notice to the company.

SWAMEEGEE

SWAMEEGEE (Querist)
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20 February 2013 Thanks Ajay. They say that as per companies act there is no need for written consent and are claiming that Mr.X gave consent orally. Notice has already been sent to all the Directors of the company. They claim they informed Mr. X after filing Form 32, which is not right.

SWAMEEGEE

SWAMEEGEE (Querist)
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20 February 2013 Please note that they have not given any communication to Mr. X for more than 9 months about being Director. No notices, no minutes, nothing.

Ajay Mishra

Ajay Mishra (Expert)
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20 February 2013 No, the company can not appoint you without your consent as a director.

It is only liberty to the company to file Form-32 with ROC without attaching consent of director, but it does not means that the company will not take prior approval from you.

You demand copy of consent, if they have for appointment you as director.

SWAMEEGEE

SWAMEEGEE (Querist)
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20 February 2013 They dont have. What legal action can Mr. X take? Pls advise.

Ajay Mishra

Ajay Mishra (Expert)
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20 February 2013 mail to MCA cell on this issue.

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