Removal of Director who is also a Subscriber

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

03 March 2011 In case of Pvt. Ltd Company having three Directors , two directors want to remove another Director from the company, the Director does not want to resign from Directorship. Suggest the modes of removal from the Directorship. THE DIRECTOR IS ALSO A SUBSCRIBER AND HOLDS MORE THAN 25% share.

Jayashree S Iyer

Jayashree S Iyer (Expert)
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03 March 2011 The director can be removed by following the procedure specified in Section 284 of the Companies Act.

The Procedure for Removal of a Director is given below :

1) Special notice of a resolution to remove a director is to be served on the company by a member.
2) On receipt of the notice, the company shall send a copy thereof to the director.
3) If the director makes any representation the same shall be circulated to all members if it does not contain any defamatory matter.
4) The director shall also be heard at the meeting and then the resolution may be passed. (Ordinary Resolution)
5) The vacancy caused by such removal shall be filled by appointing another person in his place provided special notice of the intended appointment has also been given.

Resolution required is Ordinary. Since the director is holding only 25% of the shares, other shareholders can vote in favour of the Resolution and the resolution shall be passed.

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