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Urgent (Nominee Director)

sandhya sethia (trainee) (142 Points)

22 January 2011

can a director appointed by FIs, State Govt , or any other nominee director be removed under section 283 (1)(g) of companies act

or by what ways he can be removed

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3 Replies

HARDIK (COMPANY SECRETARY NCFM (Corporate Governance )) (664 Points)
Replied 22 January 2011

Nomineed directors cant be removed u/s 284. also read section 408.

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HARDIK (COMPANY SECRETARY NCFM (Corporate Governance )) (664 Points)
Replied 22 January 2011

Nomineed directors cant be removed u/s 284. also read section 408.

Sarita (Article) (154 Points)
Replied 24 January 2011

section 283 - VACATION OF OFFICE BY DIRECTOTS

(1) ¹[The office of a director shall become vacant if-]

(a) he fails to obtain within the time specified in sub-section (1) of section 270, or at any time thereafter ceases to hold, the share qualification, if any, required of him by the articles of the company;

(b) he is found to be of unsound mind by a Court of competent jurisdiction;

(c) he applies to be adjudicated an insolvent;

(d) he is adjudged an insolvent;

²[(e) he is convicted by a Court of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months;]

(f) he fails to pay any call in respect of shares of the company held by him, whether alone or jointly with others, within six months from the last date fixed for the payment of the call ³[unless the Central Government has, by notification in the Official Gazette, removed the disqualification incurred by such failure;]

(g) he absents himself from three consecutive meetings of the Board of directors, or from all meetings of the Board for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board;

(h) ⁴[he (whether by himself or by any person for his benefit or on his account), or any firm in which] he is a partner or any private company of which he is a director, accepts a loan, or any guarantee or security for a loan, from the company in contravention of section 295;

(i) he acts in contravention of section 299;

(j) he becomes disqualified by an order of Court under section 203; ⁵[***]

(k) he is removed in pursuance of section 284; ³[or]

(l) having been appointed a director by virtue of his holding any office or other employment in the company ⁶[***] he ceases to hold such office or other employment in the company ⁷[***]

(2) Notwithstanding anything in clauses (d), (e) and (i) of sub-section (1), the disqualification referred to in those clauses shall not take effect-

(a) for thirty days from the date of the adjudication, sentence or order;

(b) where any appeal or petition is preferred within the thirty days aforesaid against the adjudication, sentence or conviction resulting in the sentence, or order until the expiry of seven days from the date on which such appeal or petition is disposed of, or

(c) where within the seven days aforesaid, any further appeal or petition is preferred in respect of the adjudication, sentence, conviction, or order, and the appeal or petition, if allowed, would result in the removal of the disqualification, until such further appeal or petition is disposed of.
⁸[(2A) Subject to the provisions of sub-sections (1) and (2), if a person functions as a director when he knows that the office of director held by him has become vacant on account of any of the disqualifications, specified in the several clauses of sub-section (1), he shall be punishable with fine-which may extend to ⁹[five thousand rupees] for each day on which he so functions as a director.]

(3) A private company which is not a subsidiary of a public company may, by its articles, provide, that the office of director shall be vacated on any grounds in addition to those specified in sub-section (1).