KRISHNA KUMAR R C (CHARTERED ACCOUNTANT) (313 Points)
19 March 2010One of the Director in our company is creating more promblems, we want to remove frpm the directorship and we want to acquire his shares, how can we do legaly.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 19 March 2010
REMOVAL OF DIRECTORS
The Articles of Association generally contain provision regarding removal of directors in the following manners "Subject to the provisions of Articles ........., the company may by ordinary resolution passed at a general meeting remove any director (not being a director appointed by the Central Government in pursuance of section 408 of the Act) in accordance with the provisions of section 284 of the Act. A director so removed shall not be re-appointed a director by the Board of Directors".
Special notice of resolution for removal may be given by a member
It is a significant right vested with every member that a member who is entitled to attend a general meeting and move a resolution may give special notice of a resolution to remove a director at a general meeting or to appoint somebody instead of the director so removed.
A notice of intention to move a resolution for the removal of a director shall be given in writing.
Members' right to propose for removal of a director is a statutory right
The right given by section 284 is a statutory right, which cannot be taken away by the Memorandum, Articles or by any contract or any other document, and if it is sought to be taken away, such a provision will be void. [Section 9]
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 19 March 2010
CAclubindia
