Procedure to remove a MD of a Pvt Ltd firm

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Querist : Anonymous

Querist : Anonymous (Querist)

07 January 2011 Thanks for the reply

Jayashree S Iyer

Jayashree S Iyer (Expert)
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07 January 2011 Please ascertain the following:

1) Whether the company was holding proper Board Meetings? If so, where? and whether you 2 directors were present? If you 2 did not attend the meeting, whether you sought leave of absence from the Board.
As per Section 283(1)(g) of the Companies Act, 1956 if a director absents himself from three consecutive meetings of the Board of directors, or from all meetings of the Board for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board, he is deemed to have vacated office of directorship. So first all, whether your directorship still continues? Hope the third director MD has not taken any steps to remove you taking advatage of this provision. Please ensure this. From mca website you can ascertain the current directors.
2) For removing a director you need to call a general meeting of shareholders. Send a special notice to all the members of your intention to remove the MD and after giving reasonable opportunity of being heard to MD, hold EGM and then remove him by passing an ordinary resolution. Who are the majority shareholders? You two or the MD? If you two, then no problem, you can pass the resolution. Otherwise getting majority votes will be difficult and in that case only solution is approaching Company Law Board for stopping "Oppression and Mismanagement" and removal of MD under Section 397 and 398 of the Companies Act, 1956.

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CS Taher

CS Taher (Expert)
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07 January 2011 Agree with Jayashree

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