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section 284

Shilpa (Director) (25 Points)

27 January 2011

Dear Sir,

I am one of the director of company, My another director inducted his father on Oct 2010,by using my digital signature but not taken my consent in any of the MOM .Resolution is passed with single signature, After inducting his father he had removed me by using section 284 with out serving notice and accepting my explanation,, Dec 2010Also reduced my share from 50% to 5 %. I got this information only last week,,Here Our Company auditor played a vital role as he was shown intrest to invest in the company through his email,,

Kindly advise me what i should do to get back my holding and position back,

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CA CMA CS Ram Pavan Kumar Melam (CA) (6980 Points)
Replied 30 January 2011

Directors attendance is required to be noted, however all the directors signature is not required on minutes of the meeting. The Chairman of the meeting can sign the minutes.

Your question is not clear whether that directors father is appointed by the Board or by the shareholders and whether your company is a private limited or a limited company.

It seems there is no compliance with section 284 (i.e. no notice has been served) for removal of director, hence the removal is invalid.

Whether the reduction your shareholding is by increasing their holding of shares or in any other way is not clear. In case the enhancement of their holding, it is to be done according to the Companies Act, 1956, AOA and shareholders agreement if any.

Since your holding is less than 10% you may not represent minority powers. However, you may give a complaint to ROC and RD. There are several other remidies as well, i.e. filing civil suits, criminal cases etc. Meet any good corporate lawyer and a criminal lawyer.

Write to the ICAI for the mischievous acts of your auditor.

Regards