Removal of director

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Querist : Anonymous

Querist : Anonymous (Querist)

10 October 2011 sir , whether a director or managing director be removed by his office by BOARD OF DIRECTORS?

CS Divya Sorayan

CS Divya Sorayan (Expert)
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10 October 2011 Yes, under section 284 of Companies Act,1956, A company may, by ordinary resolution, remove a director (not being a director appointed by the Central Government in pursuance of section 408) before the expiry of his period of office..refer section 284 in detail and 274 of companies act, 1956 for disqualification of directors.

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Querist : Anonymous

Querist : Anonymous (Querist)

10 October 2011 thanks mam but , company in company's act is reffered to shareholders or members of said company... but whether board of directors can remove the director ,.,?

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CS Suraj Arora

CS Suraj Arora (Expert)
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10 October 2011 Dear

Board has not power to remove a director.

However under provisions of Section 283(1)(g) of the Companies Act1956 a directors can be removed But usually this removal is Challegeable in CLB and mostly decisions goes in favor of removed director and even ROC does not approve the same in eform 32

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CS Divya Sorayan

CS Divya Sorayan (Expert)
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10 October 2011 The Board cannot remove a director on its own, it can be done by passing an OR in the general meeting and there is no such provision in law regarding the removal of director by other directors, and Mr. Suraj is absolutely right if its challenged in CLB decisions generally goes in favor of removed director.

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