Company law

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Querist : Anonymous

Querist : Anonymous (Querist)

17 March 2012 Pls solve the below query

A private Limited company having 2 directors Mr.A and Mr.B. They both are the subscribers to the Memorandum of Association. The company does not have any shareholders. The above directors are only two shareholders. The company has increased the capital but it has not given any allotments to any one. The directors designations have been changed. Mr.A., Managing director and Mr.B director of the company. Now disputes arrived between both the directors and Mr.A wants to remove Mr.B.

Can anyone please give the solution. Its a bit urgent.

Regards,

Rajeswari

vignesh

vignesh (Expert)

17 March 2012 Kindly tell the shareholding pattern of the directors. Appoint one new director with transferring some shares from the M.D. to the new director and conduct a board meeting and EGM with special notice to remove the director.

Ankur Garg

Ankur Garg (Expert)

17 March 2012 I do not understand why are you asking the same query again. Anyways as per section 284 of the Companies Act, 1956, shareholder can remove a director by passing an Ordinary Resolution in the general meeting. This Legal right cannot be damaged or taken away by MOA, AOA or any other document or agreement.

1. Hold board meeting to discuss the matter and fix the date and time of general meeting.
2. In the general meeting pass an Ordinary Resolution for removal of director.
3. File form 32 with ROC within 30 days of removal.

Thanks

vignesh

vignesh (Expert)

17 March 2012 Dear Ankur Garg,

If the director removed from the company then the legal requirements cannot satisfies i.e. 2 members and 2 directors. So the Company must appoint one new director as well as member.

Ankur Garg

Ankur Garg (Expert)

17 March 2012 Yes you are absolutely right. I told her yesterday in detailed manner. Check the link below:

https://www.caclubindia.com/forum/company-law-194317.asp

But today i forget to mention. Apologies.

Thanks

vignesh

vignesh (Expert)

18 March 2012 Yes you are right sir.

Thank You.

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