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This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

31 July 2010 ABC pvt ltd has two member board.However only one director wants complete control over the functioning of the company.For this purpose he got himself declared as MD in a board meeting resolution .However he is not very keen to follow company laws and hardly pay heed to the advice of second director.Now he wants to become Chairman as well and presurising the second director to sign the resolution.No board meetings books are being maitained.My question is "what could be his motives behind getting declared as Chairman."Kindly suggest how to restrain him .

Rasesh

Rasesh (Expert)
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04 August 2010 His motives: To gain complete control over the company.

Intentions: He knows better.

How to Restrain him: Depends on the shareholding pattern of the company. If the other director (with his group) has shareholding more than such director, then only he can get him out of the company. Otherwise, it would be in his personal interest to sell his stake and get out of the mess.

Querist : Anonymous

Querist : Anonymous (Querist)

04 August 2010 Thanks for ur reply.(1)Pl also clarify about the roles of directors in the audit.(2)what are legal ways to enforce rule as per law so that company can run smoothly,it would be prudent to mention here that the Ist director has still not been declared the Chairman .

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Rasesh

Rasesh (Expert)
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05 August 2010 The Directors are responsible for the affairs of the company and the audit, accounts etc of the company.

In order to ensure that the company functions smoothly, the roles and responsibilities of the directors should be set clearly in writing. If the first director has already become MD, he is more responsible than any other director. The other director should also be appointed as an Joint MD and the roles and responsibilities of both these directors should be distinctly set apart.

Even, if the appointment ofthe first director as chairman has been approved by the Board, then by a subsequent board resolution, the appointment may also be terminated.

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