Director of pvt. co.

This query is : Resolved

CA Rajesh Upadhyay (Querist)
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30 September 2011 Hello Sir,

One Pvt. Co. having 3 directors, each of them holding 33.33% share in the Co. One of the director is not working properly, only taking salary(profit) and creating problem for remaining 2 directors, so

1) can other two directors remove him from the co? Kindly tell me the procedure...

2) can other 2 directors reduce his salary?
Please help me for both the cases

RG - A Helping Hand

RG - A Helping Hand (Expert)
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30 September 2011 Under section 284 by passing special resolution of shareholders you may remove the director.

Further by passing board resolution board may also reduce the salary.

After removal file form 32 with ROC

RG

Mukta Suyal

Mukta Suyal (Expert)
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01 October 2011 First of all before removing a director of the Company we need to check the AOA of that company, if AOA is silent then, Shareholder may remove a director of the company before the expiry of his tenure by way of “Ordinary Resolution”.

A special notice is required from the shareholder/ shareholders clear 14 days before the date of the meeting and company shall forward the same to the director concerned and to the other directors. And company shall hear that concerned director in the meeting, however company can avoid this as well, if the concerned director use this opportunity to secure needless publicity.

And after discussing this matter in the general meeting company will file Form 32.

And Secondly, a company can reduce the salary of its director by passing a resolution in the Board Meeting.

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CA Rajesh Upadhyay

CA Rajesh Upadhyay (Querist)
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02 October 2011 Thank you very much.

i need to know that can he create some problem if other 2 directors remove him?

and can it possible to remove him from shareholding i.e. from co. as he is holding 33.33% share? pls tell me the procedure, it's very urgent.

thanks in advance