A LIMITED COMPANY IS HAVING SIX DIRECTORS AND THEY WANT TO REMOVE TWO OUT OF IT. THERE RE SOME MISUNDERSTANDING BETWEEN THE FOUR DIRECTORS AND THE OTHER TWO DIRECTORS SO THEY DECIDED TO REMOVE THEM FROM THE POST OF DIRECTORS. THE TWO DIRECTORS ARE NOT WILLING TO RESIGN. HOW CAN WE REMOVE THEM UNDER COMPANIES ACT, 2013?
17 November 2015
A company may, by ordinary resolution, remove a director, not being a director appointed by the Tribunal under section 242, before the expiry of the period of his office after giving him a reasonable opportunity of being heard:Provided that nothing contained in this sub-section shall apply where the company has availed itself of the option given to it under section 163 to appoint not less than two thirds of the total number of directors according to the principle of proportional representation.
18 November 2015
Article 18 provide that a person ceases to be a director as soon as-
(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law; (b) a bankruptcy order is made against that person; (c) a composition is made with that person's creditors generally in satisfaction of that person's debts; (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; (e) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have; (f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.
Table A, article 81 provides that the office of a director shall be vacated if (a) he ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from being a director; or (b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or (c) he is, or may be, suffering from mental disorder .
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