Director/share holder rights

I have 3 more partners who hold 51% in our company and have committed fraud. My self and my father are other directors, but my father doesn't hold any shares, while I hold 20% only. They are trying to remove him as a director as he pointed out their frauds. Also trying to control me since they hold majority. 

What can be done to protect our interest in the company?

What are the rights of other directors? Can this be taken to court?

What are the rights of share holders? Are they supposed to sit quiet if promoters mis-manage funds?

 

 

Replies (6)

You can file petition against the Company under section 397, 398 (oppression and mismanagement) with CLB. 

Thank you. 

They are forcing my father to resign as a director in a few days. 

1. Can majority directors remove other director? Does it require regular board approval or AGM/EGM?

2. I'm considering tranferring my 20% of shares to him. ( I don't mind going out). Does that let him still be a director in the company?

 

No director can be removed by Board of Directors (irrespective of shares held) unless and untill that director is disqualified to act as director under Companies Act, 1956.

Further neither you are required to resign nor you need to transfer your shares.

As a minority shareholder file a petition as I mentioned above.

You can consult a PCS to file the petition. If you are from Kolkata, then you can contact PCS Vinod Kothari.

Regards

Sneha Binani

Company Secretary

To remove a director, can it be any regular board meeting or EGM or a circular as well?

 

What are the usual disqualifications?

Thanks.

/forum/removal-of-directors-part-2-189219.asp

Kindly go through the link for detailed answer

Dear experts,

                       Director ca be removed only by virtue of section 274 of the comanies act that deals with the disqualification of director- sec. 274 (1)g basically is the most nagging section where majority of the directors get penalised.

Regards

Tanveer Mohammad Masood

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