removal of director

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

04 July 2011 there is a Private limited co. having 2 directors.

1st director = 99% shareholding
2nd director = 1% shareholding

Now the 1st director, acting malafide, is removing the 2nd director by calling EGM u/s 169.

what is the remedy for the 1st director?
can he move the CLB.. how n on what pretext.

Also the 1st director is himself is appointing additional directors.. calling EGM u/s 169 and passing resolutions therein that the 2nd director is removed from office.. is this action valid?

please advice

C A S.S.Agarwal, M.Com.,LL.B,

C A S.S.Agarwal, M.Com.,LL.B, (Expert)
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05 July 2011 First of all your question is wrong. Here instead of what is the remedy for 1st Director it should be 2nd Director.

Yes the directors can be removed but when there are 2 directors one cannot be removed and hence there must be one additional or proper director.

If the removal is done which is baseless then the removed director should move to CLB.