Fraudulently removed from board of directors of a private limited company

4WhatIsRight (Querist) 22 May 2013 This query is : Resolved
I am one of the six directors of a private limited company.
I have been removed from the board by a resignation memo unknowingly signed by me.
I hold 25% of the subscribed equity.
I do not want to resign.
The company owns reasonable fixed assests.
What shall I do?

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Guest (Expert) 22 May 2013
There is a lot of difference between the terms, "resignation" and "removal". If the Board has accepted your resignation tendered with your own signature, irrespective of singed knowingly or unknowingly, you cannot blame the Board by saying that they have removed you fraudulently.

However, a question arises, were not you there in the Board meeting when resolution to accpt your resignation was considered for passing?

Now, It depends solely upon the discretion of other members whether you are proposed by anyone of them and reappointed as a director by majority vote.

So, nothing is possible at your level, unless you are able to prove beyond any doubt that your signature on resignation was taken fraudulently.

4WhatIsRight (Querist) 22 May 2013
I was not present in the meeting accepting the resignation,other five director were present.
Digitally filed by one director to r. O. C.
Original resignation has been lost from the records.only photocopy with the board.
Can I challenge the memo.

Guest (Expert) 22 May 2013
You can very well challenge.

bhagwat patil (Expert) 22 May 2013
As you are constituting more than one-tenth of the total holding more than 10 per cent of the shares, before allotment of the impugned shares, can file the petition under Section 397/398 of the Companies Act, 1956 (“the Act”) alleging oppression and mismanagement in the affairs of the Company.in CLB.