Removal of Director

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CS Sandip Rahane (Querist)
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07 June 2011 There are 3 directors on the board of Pvt ltd company including 1 foreign director, who was appointed virtue of his holding office (Country Manager).
Now we want to remove foreign director as he vacated his office from company as well as he is not ready to give resignation/ vacate the place of director.

How it can be workout to remove him in legal eye?

CA Sumat Singhal

CA Sumat Singhal (Expert)
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07 June 2011 If a director is vacated from office from any of reason mentioned in sec 283 of Company Act 1956 and continue to act as a director, he is liable to be published with fine which may extend to Rs 5000 for each day on which he functions as a director...
So first check out whethet whether sec 283 attracts or not..if not then remove the director by following procedure mentioned insec 284
Sumat Singhal, Indore

Jayashree S Iyer

Jayashree S Iyer (Expert)
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08 June 2011 For removal of director follow the procedure specified in Section 284.

1) Special notice of resolution is required for removal of director as per Section 284(2)
2) The company must send a copy of the resolution to the director concerned
3) Director concerned should be given opportunity of being heard.
4) If the director gives any representation the same should be circulated to members
5) Then at the general meeting, pass an ordinary resolution for removal.
6) If new director is to be appointed in place of the removed director, then special notice is to be given for that appointment as well.

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