K S Nambiar (Secretary) (37 Points)
08 May 2010In a Pvt. Ltd. Company where there are only 2 Directors, can one Director remove the another because of not attending 3 consecutive Board meetings despite being invited. In this case, the Directors have serious differences of opinion with each on many matters. Can you please help?
Sachin
(Chartered Accountant)
(419 Points)
Replied 08 May 2010
hello k s nambair,
Please write me email with full detail sothat i can help you. my email id is sachinagarwalcallb @ gmail.com
Aditya
(CS)
(38 Points)
Replied 08 May 2010
Dear Mr. Nambiar
Check the minutes if the absenting Director has been granted leave of absence, if not the office of such director stands vacated Sec 283(1)(g). And if the Director functions as such knowing that his office has become vacant due to his continous absence, he is laible for punishment U/s 283(2A).
Regards
Aditya
Narendra Verma
(Senior Executive)
(116 Points)
Replied 10 May 2010
As per section 283 (1) (g) If a director absent from three consecutivve BM without obtaing leave of absence, then the office of such director automatically become vacate and there is no need to specifically remove such director.
Further, if there is only two director and one of them not present in three consecutive BM, then wat is the validity of business transcated in such BM as quroum was not present?
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 10 May 2010
Section 283(1)(g) is all about automatic vacation of office.
Further a director has no right in company law to remove other director. Only shareholders can remove a director u/s 284 by passing an ordinary resolution in a general meeting.
Thanks
CS Jithesh (ACS,)
(COMPANY SECRETARY )
(485 Points)
Replied 10 May 2010
Absolutely agreeing with Ankurji. First one of the shareholder (s) has to send a special notice to the company demanding the removal of director thereafter the in the EGM the same has to be passed , and once the same resolution is passed, the company has to file form 32 for the removal.
But in the above case as it is a pvt company and there is only 2 directors, if one is removed then the minimum number of directors will not be complied, in such a situation, it is always better to appoint another director in the EGM and remove another director sothatthe minimum no.of directors can be complied.
Regards
CS Jithesh
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