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Cessation of director

Jayanti Dey (Practicing Company Secretary) (271 Points)

12 April 2013

Kindly suggest if a director has not attended board meeting for 3 times consecutively without leave of absence, then whether his office is subject to vacation? If yes kindly tell me the procedure for his cessation and a format of its board resolution.

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1 Replies

Deepak Gupta (CA Student) (15922 Points)
Replied 12 April 2013

In terms of Sec. 283(1)(g), the office of a director shall become vacant if he absents himself from three consecutive meetings of the Board or from all meeting for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board.
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(Three month period would commence only from the date of the first meeting that a director absents himself from attending.)

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).
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"RESOLVED THAT pursuant to the provisions of Section 283 and other applicable provision, if any, (including modification and re-enactment thereof) and subject to the provisions of Articles of Association of the Company, the vacation of office of Mr.______(name of the director vacated),director of the company be and is hereby noted due to the following reason as envisaged in Section 283 (write down the reason of vacation)".
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"RESOLVED FURTHER THAT (Name of the person(s) authorized) be and are hereby severally authorized to do all the acts, deeds and things which are necessary to give effect to the aforesaid resolution.”