Removal of director
Babu
(Querist) 02 February 2014
This query is : Resolved
Hi Sir,
we have private limited company, we are 4 directors.me and my brother holding 60% of the company and other 2 directors had 20 & 20 %. So now one of director has getting projects from behalf our company and he didn't give any money to a company.instead he is getting own profits, he was not supporting the company.
Now I would like remove one director.. Another director was supporting him. What are options does I have to remove him. And what are the options oppose the board. Can we remove him with my 60% holding share(2 directors)..
Guest
(Expert) 02 February 2014
Not looking like, but surely is a repeated query. The author seemed to have posted another query, when I raised some issue pertaining to the query.
Babu
(Querist) 02 February 2014
Hi Sir I repeated this query becoz of I found that experts don't give the AQ..
That's y I registered and ask this query again
R.V.RAO
(Expert) 03 February 2014
PL. CONSULT ARTICLES OF ASSOCIATION OF YOUR PVT.LTD.COMPANY.
IT IS THE INTERNAL REGULATIONS OF YOUR COMPANY.
WHAT IS WRITTEN THERE ABOUT REMOVAL OF A DIRECTOR IS BIBLE FOR YOU.FOLLOW, THE SAME VERBATIM. OR ELASE AMEND ARTICLES OF ASSOCIATION TO SUIT YOUR NEEDS.
Asper new companies act 2013,A Director has to vacate office on remaining absent from all the meetings of the Board of Directors held during 12 months with or without obtaining leave of absence.
As per website www.advocate khoj.com/blogs,
The procedure to be followed to remove a pvt.ltd.co. director, is as follows:
A Company by ordinary resolution in an Annual general meeting or an extra ordinary General meeting can remove a director.
Special Notice about the resolution to remove a director shall be issued to the members.
A copy of the said notice to be send to the director to be removed also.
The director shall be given an opportunity of being heard in the meeting.
If the director gives any written representation to the notice, then the said representation shall be given to all members.
If the representation could not be given to all members, then the Director can request the said representation to be read out in the meeting.
The members can pass an ordinary resolution, by simple majority and remove the director.
The Company shall within 30 days from the removal of a director file Form No.32 and a copy of the resolution with the Registrar.
source: www.advocatekhoj.com/blogs
Babu
(Querist) 03 February 2014
Hi R.V.RAO Sir,
what if he dose not like to give his resignation from director. what board can do.
Rajendra K Goyal
(Expert) 03 February 2014
Well advised, agree with the expert R.V.RAO ji.
T. Kalaiselvan, Advocate
(Expert) 05 February 2014
Mr. Rao's advise is very correct and accurate, the author may follow it.
R.V.RAO
(Expert) 05 February 2014
Mr.Babu,
pl. read below(reproduced from above ) what i wrote in my above reply.
"The members can pass an ordinary resolution, by simple majority and remove the director.
The Company shall within 30 days from the removal of a director file Form No.32 and a copy of the resolution with the registrar"
so pl. note it is the members
( shareholders) who are removing the director as he is not resigning.
hope it is clear.
Advocate. Arunagiri
(Expert) 05 February 2014
Section 284 in The Companies Act, 1956 clearly gives the details and procedure how to remove the director.
R.V.RAO
(Expert) 05 February 2014
yes. the corresponding section is 169(sub sec. 1 to 8) in the new company's act 2013 passed by parliament about an year back.
