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Company law

Raja Rajeswari (Asst. Manager - Quality control manager) (124 Points)

16 March 2012

Anyone can give solution for the below:

A Private company having 2 Directors and subscribers to the Memorandum are those 2 directors only. They both only have shares in the company. they have raised the capital but have not issued any allotments to anyone. Now the both directors of whom, One director designation is changed to Chairman and Managing Director and the other director designation is Director.

Now the Chairman & Managing Director is willing to remove the other director. My question is in what way he can remove the other director.

If anyone can help i will be thankful.

Regards,

Rajeswari

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4 Replies

CS Smriti Sharma (ACS, B Samrish & Co.) (880 Points)
Replied 16 March 2012

Well u can remove director by passing ordinary resolution in an extra ordinary general meeting,,,,,,but in that case ur dirctor need to have majority of shares........but before general meeting u have to hold a board meeting for approving notice n resolution to remove director......therefore it is advisable for u to appoint an additional directors first n increse the strenght of board then go for bord meeeting for removal.....

Coutsey: Mr Ankur Garg (/forum/removal-of-a-director-85665.asp)

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 16 March 2012

First understand it is a private company where 2 directors are mandatory. So you have to appoint a new third director before removing the old director.

Procedure for appointment of director

First collect DIN No. of proposed director and get it approved from MCA.
Collect consent letter from the proposed director. (Recommended but not compulsory)
Convene a Board Meeting for appointment of director

4. Download Form-32 from www.mca.gov.in

5. Fill form-32 and get it certified from a PCS/PCA and upload the same on MCA site for ROC filing with in 30 days from the date of Appointment of director (Board Meeting).

For the procedure of Removal of Directors check the link below:

/forum/removal-of-directors-part-2-189219.asp

Raja Rajeswari (Asst. Manager - Quality control manager) (124 Points)
Replied 16 March 2012

Thanks for your reply.

I forgot to mention that the both directors who are subscribers to the Memorandum and who became one Managing Director and the other Director. They both got some misunderstandings, and Managing Director wants to remove the Director. Can anyone please let me know the procedure.

Regards,

Rajeswari