what should be done by passive director?

See Chapter VI of the Companies Act

Prevention of Oppression and Mismanagement.

398. Application to Company Law Board for relief in cases of mismanagement

398. Application to [Tribunal] for relief in cases of mismanagement.-

(1) Any members of a company who complain-

(a) that the affairs of the company [are being conducted in a manner prejudicial to public interest or] in a manner prejudicial to the interests of the company; or



(b) that a material change not being a change brought about by, or in the interests of, any creditors including debenture holders, or any class of shareholders of the company) has taken place in the management or control of the company, whether by an alteration in its Board of directors, [***] [or manager], [***] or in the ownership of the company's shares, or if it has no share capital, in its membership, or in any other manner whatsoever, and that by reason of such change, it is likely that the affairs of the company [will be conducted in a manner prejudicial to public interest or] in a manner prejudicial to the interests of the company,

may apply to the [Tribunal] for an order under this section, provided such members have a right so to apply in virtue of section 399.



(2) If, on any application under sub-section (1), the [Tribunal] is of opinion that the affairs of the company are being conducted as aforesaid or that by reason of any material change as aforesaid in the management or control of the company, it is likely that the affairs of the company will be conducted as aforesaid, the [Tribunal] may, with a view to bringing to an end or preventing the matters complained of or apprehended, make such order as it thinks fit.