Right of legal heir

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

17 July 2015 1. Please guide me to understand whether the legal heirs of the Managing Director( promoter director)who was maximum no. of individual shares in his name can join the pvt.ltd.company as a director.
I may inform that that there is such clause in the MOA or AOA of the company.

2. if the existing directors are not letting the legal heirs of the deceased director to join as a director then what is the remedial measure, provision of law and the redressal forum?
Eagerly waiting for your responses.

Pratik Shah

Pratik Shah (Expert)
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18 July 2015 No..he can not be a director just because he is a legal heir of such deceased director.
First of all, those shares which are in the name of deceased person should be transmitted to Legal heir.
Once he becomes official shareholder, he can demand a general meeting for appointing himself as Director and can pass resolution (in this case, if he has 75% shares, then it would be easy for him to become Director).

In short, he can become director after complying with proper procedure (not just because he is legal heir, he gets same designation)

Querist : Anonymous

Querist : Anonymous (Querist)

18 July 2015 Mr Shah, thank you for your advice.
As I understand that I have to first send notice u/s 109B for transmission of share in default of which action lies in CLB.
If there is clause in the AOA and MOA that legal heir will become director on death of the MD , can it be enforced through CLB.
If yes then under what provision of law.The legal heirs hold more shares than any of the individual directors but not 75% of the total shares.
Looking forward for your answer.

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Pratik Shah

Pratik Shah (Expert)
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18 July 2015 No..I do not think so. he can not become director just because AOA authorise a legal heir to become director on the death.
There was a case law, where Court did not allow a legal heir to become director just on the basis of provision in AOA. I forgot the case name but will let you know if I find it.
You can also try to search the same.

Querist : Anonymous

Querist : Anonymous (Querist)

18 July 2015 Dear Mr Shah, thanks once again.
I would definitely search but you also please let me know such decision whenever you can lay your hands on it.