Appointment of director

Co Act 2013 462 views 2 replies

A.Muthu Kumar

Service

83 Points Joined October 2008

My client company having three directors as follows :-

A - Director cum Share Holder (90%) (Active Ditrector ) Expired on February 2015

B - Director cum Share Holder (10%) (Wife of Mr.A)

C - Dirctor only (Active Direcor) (Brother of Mr.A)

In this case Mr."C" has no willingness to continue as a director in this company at the same time he will not resign from the board and he made some threads like collection of company outstanding in his and his wife's personal name, stolen business contacts and erase all data from server etc... now we find out two years back he started a proprietorship company and converted lots of company deals to his company.

So we want to appoint another director without hisconsent, then take legal action against him.

Give me good suggestion

Replies (2)

P C Agrawal

Registered independent director Past Ch

8229 Points Joined March 2007

Director can be appointed either by the Board (as additional director) or directly by members in general meeting. Since presently only two directors are there, it is not possible to appoint a new director without consent of C. Hence you can transmit shares of deceased member in favour of the legal heir and then appoint a new director in general meeting directly where C cannot vote since he is not a member.