Removal of director

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Sheetal Srivastava (Querist)
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06 August 2013 In Company ABC pvt. Ltd., there are two directors. Director 'A' holding 70% with his relative wants to remove the director 'B'. who is the MD of the Company.But because the director B is not ready for holding any Board Meeting or EGM.

So how can we remove the director B without holding any meeting?

Beside this, the term of Director 'B' as a MD of the Company has been expired.

Please suggest, what can i do next?

Ajay Mishra

Ajay Mishra (Expert)
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06 August 2013 Hi

without Board meeting or general meeting you can not remove the director.

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.

A single member can give the special notice irrespective of his shareholding or voting powers:

The special notice can be given by even a single member irrespective of the number of shares he holds. The Karnataka High Court has observed in Karnataka Bank Ltd. v A.B. Datar (1994) 79 Comp Cas 12 (Kar) that section 284 is an independent provision and the procedure prescribed for removing a director cannot be subordinated to the provisions of section 188.

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