06 July 2013
on letter head of company ***************************
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)
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RESOLVED that pursuant to the special notice under section 284 of the Companies Act, 1956, received from Mr. _______________ a member of the Company, the resolution stated below be and is hereby included as an item of business in the agenda for the general meeting scheduled to be held on _______________".
"RESOLVED FURTEHR THAT pursuant to section 284 of the Companies Act, 1956, Mr. ______________ be and is hereby removed from his office as director/Managing director of the company."
"RESOLVED FURTHER THAT (Name of the person(s) authorized) be and is hereby authorised to take such further steps as are required under section 284 of the Companies Act, 1956, in respect of this resolution and to send the notice of the general meeting with relevant explanatory statement as per the draft placed before the meeting and approved by the Board."
07 July 2013
All directors are subject to removal:
If no fixed period has been provided for retirement in articles of association of a private company, a director appointed is entitled to continue till he is removed in accordance with provisions of section 284. Directors can be removed under section 284 by members in general meeting, whether they are subject to retirement or not in a public company.
07 July 2013
Specimen of notice to move a resolution for removal of a director To The Company Secretary ABC Limited Dear Sir, I/We, the undersigned member(s) of ABC Ltd., give notice pursuant to the provisions of section 284(2) read with section 190 of the Companies Act, 1956 that I/we intend to move at the forthcoming annual general meeting/extraordinary general meeting of the Company an ordinary resolution that Mr. XYZ be removed from the office of director of the Company. Yours faithfully,
07 July 2013
Specimen of intimation letter to be given by a company to the concerned director:
To Mr. XYZ Director of ABC Limited
Dear Sir, I enclose a copy of the notice, which has been received by the Company from its member(s). As appears from the notice, a resolution is to be proposed at the next AGM/EGM of the Company for removal, pursuant to the provisions of section 284 of the Companies Act, 1956. Your attention is drawn to the provisions of sub-section (4) of section 284 [copy enclosed for reference]. In case you intend to make representations against the resolution for your removal, I request you to send the representations so as to reach us by XX.XX.XXXX, so that it may be circulated to the members of the Company. In the event, the representations are not received by the aforesaid date, the same may be read out at the meeting. Kindly acknowledge the receipt of letter for our reference and record. Yours faithfully,
07 July 2013
Specimen of representation letter by concerned director:
To The Company Secretary ABC Ltd.
Dear Sir, With reference to your letter No. XXXX and dated XX.XX.XXXX, I hereby enclose my representation with respect to the intended resolution to be moved at the next AGM/EGM of the company for my removal from office as a director of the Company. I request you to give notification of the representations to all the members of the company in accordance with the provisions of section 284(4) of the Companies Act, 1956.
07 July 2013
Specimen of notice of resolution to be given to all the members NOTICE is hereby given that an EGM of the company will be held on day, XX.XX.XXXX, at 11.00 A.M. at the registered office of the Company situated at 4th Floor, Silver Ark Plaza, 20/1, New Palasiya, Indore (M.P.) to transact the following business:— 1. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution, in respect of which a special notice has been received by the Company from a member(s) pursuant to section 284 read with section 190 of the Companies Act, 1956: RESOLVED THAT Mr. XYZ be and is hereby removed from the office of director of the Company with effect from the conclusion of this meeting. A written representation with respect to the resolution set out above for the removal of Mr. XYZ as a director have been received from Mr. XYZ in accordance with the provisions of section 284(4) of the Companies Act, 1956. A copy of the representations is enclosed to this notice.
07 July 2013
Certain director cannot be removed by a company The following categories of directors can not be removed by a company under section 284 of the Act:— (a) a director appointed by the Central Government under section 408; (b) a nominee director of a public financial institution which is by its charter empowered to nominate a person as a director or to remove him notwithstanding any power contained in any other Act; (c) a director in a private company holding office for life on 1st April 1952; (d) a director coming within the purview of directors appointed according to the principle of proportional representation under section 265 of the Act. A person appointed as a life director or permanent director by the Articles or by an agreement is nevertheless removable by the company in general meeting and has no security of tenure in office. While the shareholders have no power, apart from that given in the statute or the Articles, to intervene in the management of the company's affairs, this section is designed to enable them to control the directors by their removal. A company has power under section 284 to remove a permanent director even if articles of association put restrictions on removal of the permanent director.
07 July 2013
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.
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