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Removal of Director

11 June 2010

How does a Director appointed by way of a proportional representation under section 265 is removed from his office before the expiration of his terms?Kindly explain

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3 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 11 June 2010

Dear Friend,

Greetings!!!

Any director appointed u/s 265 can not be removed by passing an ordinary resolution by the shareholders in the general meeting under section 284.

Khetan Industries Private Limited Vs. Manju Ravindra Prasad Khetan

In this case it was held by the court that the shareholders have a right to remove the directors under section 284 by passing ordinary resolution and section 284 provides an inbuilt mechanism for the enforcement of the right and civil court has no jurisdiction to entertain the suit for removal of director.

If you have correctly followed the procedure given u/s 284, then you may refer the case mentioned above.

Regards

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C.A Saurabh Jain (CA ) (164 Points)
Replied 11 June 2010

Sir,

Thanx for replying

But I gone through section 284 and it is mentioned in 284 the director appointed by way of proportinal representation can be removed from his office, exept

For example where a company has appointed 4 directors out of 6 directors by way of proportional representations ,then only these 4 directors can not be removed rest can be removed under section 284.