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Director in a pvt ltd company

30 May 2018

Hi ,

We have 2 Director in a Pvt Ltd Company with one who is the MD of the company and the other who is based in Dubai . Now if we have to remove the MD in india and replace him with a new person in india , can somebody please advise on what is the procedure for the same . Also this is not a case where the party that has to be removed is much supportive which means the existing MD would try to put his foot down to avoid going down .

Can he actually create an issue here as there are only directors ?

rgds/Shivaji

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3 Replies

CA Ankit R Momaya (Partner at Bhat Momaya & Associates) (2319 Points)
Replied 30 May 2018

You can file Form DIR-12 with RoC for initmation of change in directorship

Rahul Singh (cs) (308 Points)
Replied 30 May 2018

What is the meaning or your last sentence foot down etc??????

Also this is not a case where the party that has to be removed is much supportive which means the existing MD would try to put his foot down to avoid going down . Can he actually create an issue here as there are only directors ?

Because chang in strength of board is really simple but what is the exact mean otf the above question.

Jatin Bajaj (CS) (2930 Points)
Replied 30 May 2018

As the private Companies enjoy relaxations and exemptions, so first of all check weather there is any restriction or power to remove to the Director including managing Director.

As there are only two directors in the Company, so first of all the third director should be appointed and then the special notice shall be send to the director who is to be removed at least 14 days before the date of meeting.

The members shall also be acknowledged about removal of directors.

As mamanging Director is entrusted with substatntial powers , so he shall be given the reasonable oppertunity of being heard and defence.