Removal of director of an private limited company

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Hi everyone

I am a director of a private limited company, in the company there are 3 directors and shareholders. One of the directors has misused the powers and shared the confidential files for his personal profit outside the company to the third party. The confidential files was given to our company by a USA based company under non-disclosure agreement to execute the project. The director has agreed the mistake done by him. The other two director want the guilty to be removed from the company but the guilty director is not ready to give the resignation. I want to know how to remove the guilty director without his wish, the guilty director has 20% of shares of the company which he is ready to sell to another person and remaining 80% shares are there with other directors. After the removal of the guilty director from the company, in future the guilty director should be responsible to any problem and losses arises due to leakage of confidential file even if he is not the part of the company.

 

Thanks in advance 

Replies (3)

You can remove the director by holding an EGM of the company on the account of his misconduct. Firstly, transfer the shares of that guilty director to any other person and then proceed for his dismissal.

He can be held liable for the loss that company may suffer in future because of his misconduct.

Removal of Director is a long drawn process and takes days to end. It is better if he resigns. read section 274 of the Act 1956 to examine if the Board can use any of the clauses therein to disqualify him from being a Director. But you have to attach proper supportings when you upload form 32 for disqualification to ROC.

Regards,

As the guilty Director is ready to sell the shares to other person; you can very well remove him from Directorship by following the procedure mentioned in section 284 of the Companies Act.


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