Removal of Director
Sundararajan
(Querist) 21 August 2008
This query is : Resolved
Dear Sir,
Kindly give your opinion to the following case.
M/s KKR Pvt Ltd. was formed by Mr.A and Mr.B and Mrs.D with the share capital of Rs 10, 00,000/-.Mr A and Mrs D subscribed 94% of Share capital together and Mr. B contributed for 6%. BOD has appointed Mr.B as Managing Director. After 3 or 4 months, there was a difference of opinion between Mr.A and Mr. B regarding expansion of Business and its development. Mr.B didn't attend the three to four meetings consecutively convened by Board for business purpose. In Third meeting, Board has admitted Mr.H as new director and all the provisions were duly complied for that. In fourth meeting Board has declared that Mr.B has been removed from the position of MD and Director and also appointed Mr.A as MD.
But Mr.B is refusing his removal from office of Director and decline to hand over the Corporate and Property documents in the name of Company. IN such a situation Company institute a case against Mr. B regarding to handover all the documents of the Company.
Kindly give your opinion,
1. Whether removal of Mr. B is legal?
2. What is the remedy for the company to recover the documents from Mr.B
Srinivas.B.S.S.T
(Expert) 22 August 2008
Does the MOA and AOA provide for removal of a Director in the course you have mentioned? and does they empower the other directors to appoint a new director?? A registered company cannot act beyond its bylaws specified in AOA
K.C.Suresh
(Expert) 22 August 2008
The deed which constituted the compnay must contain a clause for removal of the director. If the case comes under the same he can be removed. For recovery of unauthorised possession of company documents with a Director, the company can use police.
Manish Singh
(Expert) 22 August 2008
If the Director has not attended any three consecutive BoD meeting or the meetings for last three months whichever is longer then, the said ofice of that gets vacant.
otherwise also if you have given special notice to all the directors, members for a resolution to remove the MD, then by ordinary resolution, you can remove the said MD and there is nothing wrong in it.
