Director removal in Private Limited Company

[Mohammed Ajees]

In my case, there is a newly incorporated private limited company (1 year Completed) which consist of :

1. Director - A (holding 51% share)

2. Director - B (holding 49% Share)

3. Director - C ( not a shareholder)(appointed as director recently)

 ** Authorized Capital =Rs.15 Lakhs and Paid Up Capital = Rs.2 Lakhs **( Rs.10 per Share)

Since Director-A is negligence in his work and due to some other reasons , the other two directors is decided to remove him from the company.

And my question is:-

1. Is it possible to remove Director -A by the other two directors?

2. Is it possible to remove Director -A without his Consent?

3. Is it possible to increase Paid up Share Capital , without the approval of Director-A?

     So that, Director - B and Director-C can contribute more and hold the majority shares.

      It may helpful for taking actions without the consent of Director-A.

So, kindly guide me with the references and help me to solve this case.

Thanks in advance

Regards,

J. Ajees

[aniesh mahindru]

Dear Professional,

In terms of Section 169 of the Companies Act, 2013 an ordinary resolution needs to be passed for the removal of a Director.

Since Director A is majority shareholder passing an ordinary resolution is not possible as such.

Instead, the other shareholder may opt for filing a petition before Hon'ble NCLT for prevention of oppression and mismanagement under section 241 the Companies Act, 2013 and pray for removal of specific Director under Section 242(2)(h) of the said Act, however, in such case the onus to prove mismanagement lies in the hands of the applicant member.

Regards

CS Aniesh Mahindru

Practicing Company Secretary

Aniesh Mahindru & Co.

Delhi

8447537699

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