Rajeev (Accountant) (45 Points)
28 March 2011
One Pvt Ltd Company has 4 directors out of which 2 directors are trying to remove 1 director from the total four without consent of the 3rd director. If its coming for voting it will be 2:2.
1) whether they Can do this removal ?
2) If yes, howmany days before they have to give notice ?
3) During that notice period whether that person will be treated as director ?
SANTOSH SHAH
(Company Secretary)
(754 Points)
Replied 29 March 2011
| Originally posted by : Rajeev | ||
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One Pvt Ltd Company has 4 directors out of which 2 directors are trying to remove 1 director from the total four without consent of the 3rd director. If its coming for voting it will be 2:2. 1) whether they Can do this removal ? 2) If yes, howmany days before they have to give notice ? 3) During that notice period whether that person will be treated as director ? |
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Hi Rajeev
In my opinion,
Removal of director requires special notice to be given as per Section 284.
The person who is going to be removed will be by passing resolution to that effect, but opportunity of being heard be given.
If there are 4 directors and one of the director is to be removed then voting can be 2:1 or 1:2 and not 2:2.
If a director is to be removed then there should be strong and valid reason of removal, like Not attending
continous 3 Board meetings, or all meetings in the last 3 months(without obtaining leave of absence),
or involved in fraud, etc.
Special Notice time period may be 7 days and above ( Experts please confirm Time period).
The person will be treated as director, until and unless resolution is passed at the board meeting for
removal and after hearing of the said director to be removed.
Experts your views solicted.
regards
Santosh Shah
Shridhi Jain
(Company Secretary)
(1678 Points)
Replied 29 March 2011
You are four directors. The one whom you want to remove, cannot participate in voting for himself. Votes will be given by three directors, out of which one is disagreeing and two are agreeing. So you can remove that director.
Notice period will depend upon his term of employment. During notice period he will continoue as director but you can pass resolution restricting his powers...
That were my views. You should post you query on forum and get others' opinion too. Thanks.....
Sudhir Garg
(Service)
(236 Points)
Replied 29 March 2011
Dear Shridhi
Do the board have the power to remove the director??
Further, I dont understand why not the alleged director can vote?? it is not the matter of interest.
As far as my understanding, section 284 will govern the case and members are the sole deciding authority to remove any of the directors.
Regards- Sudhir
Shridhi Jain
(Company Secretary)
(1678 Points)
Replied 29 March 2011
Ya Sudhir.....Exactly.
Sec. 284 will be applicable.
Board have the power to accept resignation of director. But in this case Sec. 284 will be applicable
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