Replacement of Promoter after Incorporation

PRADEEP MULANI (Partner in MULANI BHANSARI & SHAH )   (142 Points)

09 February 2011  



One X Pvt. Ltd. got registered with ROC with the three Promoters who agreed to take the following percentage of  share holding in the company.


 A:51% ; B:40% ; C:9%


After incorporation immediately the Promoters got disputed and Promoter A & B decided to remove Promoter B and they wishes to take D & E two new Directors who shall purchase share holding from outgoing Promoter B.


In AOA & MOA of the company they are described as proposed Director in Board of Directors of the Company.


AOA & MOA of the Company are as per Table-A.


What shall be the remedy for following questions


1. Whether MOA & AOA is required to be changed or not? If yes then to what extent?

2. Whether B should be allotted shares first & then to be transferred to D & E?

3. If yes then how the one Share Certificate shall give effect of sale to two different person D & E?

4. What formalities are required to be complied with the ROC such as Form-32, or else?

5. Is there any other way out for directly taking the new Director as promoters?

 6. Whether any Board Meeting is required to be convened or not?

7. Whether any Resignation Letter Is required to be obtained from outgoing Promoter?

 Your valuable comments / suggestions are invited.