Remove/ terminate Director

This query is : Resolved

Suryadevara Kalyan (Querist)
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24 October 2009 We have a Pvt Ltd company with 3 directors. 2 directors are holding 85 % shares and other 1 hold 15 %. One of the directors holding 15 % shares is creating trouble in business. Is it possible to -?
1) Remove/ terminate this director by simple majority or a special resolution?
If yes what is the procedure and does this require a simple majority or special resolution?
And How to with draw his share or transfer shares to some body else.
Please advise me.

CA. B.SRINIVASULU

CA. B.SRINIVASULU (Expert)
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24 October 2009 You can remove from directorship under section 284 removal of directors.

(1) You should get request letter from 2 diretors who are holding 85% shares stating their intention to remove the director.
(2) Place the same in board meeting and get boards approval.
(3) Issue notice to the director whom you want to remove.
(4) conduct board meeting and conduct egm.
(5) In egm pass the resolution to remove the director.
(6) File form 23.

As far as shares issued to him it is only he has to sell to the existing directors. Its his property you cannot take a control on the same.

However the removed director can approach courts or roc why he has been removed to justify.