Section 409 – The Companies Act,1956

The Companies Act, 1956

409. Power of [Tribunal] to prevent change in Board of directors likely to affect company prejudicially.

409. Power of 1[Tribunal] to prevent change in Board of directors likely to affect company prejudicially.(1) Where a complaint is made to the 1[Tribunal] by the managing director or any other director 2[3[***] or the manager], or a company that as a result of a change which has taken place or is likely to take place in the ownership of any shares held in the company, a change in the Board of directors is likely to take place which (if allowed) would affect prejudicially the affairs of the company, the 1[Tribunal] may, if satisfied, after such inquiry as it thinks fit to make that it is just and proper so to do by order, direct that 4[no resolution passed or that may be passed or no action taken or that may be taken] to effect a change in the Board of directors after the date of the complaint shall have effect unless confirmed by the 5[Tribunal]; and any such order shall have effect notwithstanding anything to the contrary contained in any other provision of this Act or in the memorandum or articles of the company, or in any agreement with, or any resolution passed in general meeting by, or by the Board of directors of the company.

(2) The 5[Tribunal] shall have power when any such complaint is received by it, to make an interim order to the effect set out in sub-section (1), before making or completing the inquiry aforesaid.

(3) Nothing contained in sub-sections (1) and (2) shall apply to a private company, unless it is a subsidiary of a public company.

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1. Subs. by Act 11 of 2003, sec. 44, for “Company Law Board”. Earlier the words “Company Law Board” were substituted by Act 31 of 1988, sec. 54, for the word “Central Government” (w.e.f. 10-6-1988).

2. Subs. by Act 65 of 1960, sec. 156, for “or the secretaries and treasures”.

3. The words “the managing agent, the secretaries and treasurers,” omitted by Act 53 of 2000, sec. 183 (w.e.f. 13-12-2000).

4. Subs. by Act 65 of 1960, sec. 156, for “no resolution passed or action taken” (w.e.f. 28-12-1960).

5. Subs. by Act 11 of 2003, sec. 44, for “Company Law Board”. Earlier the words “Company Law Board” were substituted by Act 31 of 1988, sec. 67, for the word “Central Government” (w.e.f. 15-10-1965).

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