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Querist : Anonymous

Querist : Anonymous (Querist)

13 April 2010 Hope this will be answered by Mr. Ankur Garg or any other expert:

Query below:

The Company is a foreign Pvt Limited company having its operations in India.
Want to know how to remove the MD taking care of India operation, in case of absence of an agreement between the MD and the Company
Secondly what are the Rights,Duties and Liabilities of MD (in Pvt Ltd Company)

Relevantr sections in Company Act

Ankur Garg

Ankur Garg (Expert)

13 April 2010 As per Companies act 1956 MD can be removed by shareholder by passing an ordinary resolution in general meeting u/s 284.

However Section 284 does not affect the power of the Board to revoke the appointment of a managing director or any director.

Sub-section (1) provides that nothing in the section shall affect any power of the Board to remove a director, which may exist apart from this section.

If the company is not governed or registered under Act, 1956 than provisions of respective law shall apply.

Views of other members solicited.

Querist : Anonymous

Querist : Anonymous (Querist)

15 April 2010 But as far as my understanding goes if there is a breach oif contract then u/s 284 , company can claim damages.

Querist : Anonymous

Querist : Anonymous (Querist)

15 April 2010 Would also like to know the governing sections under the Companies Act about the Rights, Duties and Liabilities of MD in a Private Limited Company.Thanks in advance.

Ankur Garg

Ankur Garg (Expert)

16 April 2010 There is no provision in section 284 which allows a company to claim any damage.

However director can claim the same u/s 284(7) subject to the provisions of section 318.

Further there is no particular section in law which defines rights duties and liab of MD specifically.

However refer section 267, 269, 316, 317, 309 etc. Also refer some good law book.

Querist : Anonymous

Querist : Anonymous (Querist)

16 April 2010 Thank You Sir

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