Dear Forum,
I am 50 % share holder of Pvt. Ltd. company.There are other two directors with share holding of 25 % each. I want to remove one of the directors from the board of directors.How I can do it in present situation?
Secondly If One the directors sell his atleast 1 % shares to me. can I call share holders meeting and remove another director by having majority of the share holding?
Please inform me what are the ways to do so
Thanks n Regards
Dr. Krishna Nambiar
Procedure for removal of Director has been discussed in detail under section 284 of the Companies Act 1956. It is a complex, time consuming process.
It is better if you can manage to get him resigned. Also look at the possibility if he suffers from any disqualification as enumerated under section 274 of the Act 1956.
Regards,
Thanks for suggetions,
But that director is not ready to put Resignation letter.
Apart from these both two directors calling board of directors meeting and pass resolution against me. for example , No salary to be given to me, no signing authority for bank transactions. Is these correct and Legal?
Second question is How I can add two more Directors on board those who are in favor of mine. It will give me majority in meeting of board of directors.
Please guide me.
Dear Krishna Ji, a new director can be appointed only when 2/3rd of the directors agree on appoitment of the other director. So you will have to call board meeting where the other directors should also be present. Simply means to say that without the approval of the other directors no new director can be appointed legally.
Or you may move to Company Law Board where you may file petition against the other directors for operssion
| Originally posted by : MOHIT SALUJA | ||
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Dear Krishna Ji, a new director can be appointed only when 2/3rd of the directors agree on appoitment of the other director. So you will have to call board meeting where the other directors should also be present. Simply means to say that without the approval of the other directors no new director can be appointed legally. Or you may move to Company Law Board where you may file petition against the other directors for operssion |
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Hello,
Can appoint additional director in board meeting? I will be planning to arrange board meeting when one of the directors is away from the city. In board of directors meeting I will be chairman of the meeting. I will propose to have additional director. surely other director will oppose but by casting vote , resolution will be passed. So I will have majority in the board of directors.
Is this possible?
CAclubindia
