Removal of managing director of a pvt. ltd company

Dear Experts,

There is a Pvt. Ltd Company, whith three share holders A (18%), B(5.5%), & C (76.5%). All are full time directors in the said firm, while "A" is the Managing Director since last 20 years. Now "A" & "B"have crossed 70 years od age.

My question is how to remove "A" from the position of MD to a non-executive director, and simultaneously appoint "C" as the new MD? "A" may not like this and may offer resistance, while "B" is cooperative. Please provide me with the correct legal procedure to do the same.

Thanks,

 

Replies (1)

Section 196(3) of CA 2013 reads as under:

 

"(3) No company shall appoint or continue the employment of any person as managing director, whole-time director or manager who —

(a)   is below the age of twenty-one years or has attained the age of seventy years:
   

Provided that appointment of a person who has attained the age of seventy years may be made by passing a special resolution in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such person;"

Hence the MD automatically ceases to be MD on the day he crosses 70 years of age, unless permission of members is obtained by special resolution.

 

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