How to remove a director/shareholder ?

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Anjali Pathak (Querist)
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16 May 2015 There r four directors/shareholders in the ratio of 25% they held shares. Now problem is one partner is harassing the mgnt n hence forth the other three partners asked them to transfer the shares to three of them n asked to leave the business . So is this possible that partner causing the problem can be thrown out of the place by other three?

CS JAY GOHIL

CS JAY GOHIL (Expert)
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16 May 2015 shareholders can remove director by giving special notice u/s 169 of companies act 2013. but you cannot force a person for transferring his shares

Anjali Pathak

Anjali Pathak (Querist)
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16 May 2015 then what to do in this situation? We just want to remove him from the company?

CS JAY GOHIL

CS JAY GOHIL (Expert)
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16 May 2015 please see below mentioned procedure for removal of director

1. A (Special notice) of the intension to move a resolution for the removal of director be furnished by No. of members (according to requirement of Section- 115 of Companies Act, 2013) to the company at least 14 days before the meeting at which it is to be moved, exclusive of the day on which the notice is served and the day of the meeting. (Section 169)
2. The company shall, immediately after the notice of the intention to move any such resolution has been received by it, give its members notice of the resolution in the same manner as it gives notice of the meeting.
3. If is not possible for the company to give notice to all the members, publish by advertisement in the newspaper having an appropriate circulation not less than 7 days before the meeting.
4. The company must give intimation to the concerned director of the intended resolution by sending a copy of the special notice received by it, forthwith on receipt thereof. The director shall have the right to be heard on the resolution at the meeting.
5. The director, who is sought to be removed, can make a representation in writing against his removal and request the company to notify it to the company’s members [section 169]. If the director requests the company to notify the members of the company his representation against his removal and the representation is of reasonable length and it has been received not too late, the company must
(a) Mention in the notice of the resolution to be moved at the annual general meeting, the fact of the representation having been received; and
(b) Send a copy of the representation to every member along with the notice of the meeting if the representation has been received before sending the notice of the meeting or separately if the representation has been received after sending the notice of the meeting.
If the representation could not be sent to the members because it was received too late or because the company made a default in sending it, the company must read out the representation at the annual general meeting, if the director requires it to do so. In addition, director can make oral representation at the annual general meeting.
6. Hold and convene a General meeting to discuss besides others the following matters: To pass a [Ordinary resolution] for the removal of director.
7. In case of listed companies, file a copy of the proceeding of the general meeting in the Stock exchange (s) where the securities of the company are listed.
8. File [e-form no. 12] with the Registrar of Companies within 30 days of passing the resolution.
9. Pay the requisite fees, as prescribed by the Companies

Anjali Pathak

Anjali Pathak (Querist)
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16 May 2015 thankyou so much sir . what to do for removing him from shareholder's position?
He will not transfer his shares ?

CS JAY GOHIL

CS JAY GOHIL (Expert)
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16 May 2015 we can not remove a person from post of shareholder, shares are assets and we can not force a person to sale or transfer his personal assets to someone else.

Anjali Pathak

Anjali Pathak (Querist)
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16 May 2015 ok Thankyou so much Sir.

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