Removal of director procedure

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Rishu Bajaj (Querist)
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23 July 2012 Dear Expert,

I want to inquire as to the correct and complete procedure with the notice and resolution format required for the removal of director by the share holders. Please also enclose the correct format of notice and resolution and letter required from the share holders and company in accordance with the above said procedure.

Kindly send a mail regarding the above said problem to bajaj.rishu@gmail.com

Regards

Rishu Bajaj

CS Divya Sorayan

CS Divya Sorayan (Expert)
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23 July 2012 If u r talking about a private company thn u can remove the director in Board meeting only by passing Board Resolution n taking his resignation letter filing form 32 to ROC.

But if ur working in Public Company then u hv to follow the below procedure:
Removing directors:-
A director may only hold the position provided he is willing, able and competent to do so. If he stops being so, he may be removed. Reasons for being removed could be:

disqualification under the law

bankruptcy

mental disorder under the Mental Health Act 1983

breach of his service contract

his resignation from office or

absence from a board meeting for a consecutive period of six months

A director may be removed from office in one of the following ways:

Removal by ordinary resolution
Shareholders of a company always have the right to remove a director from office at any time. This right cannot be taken from them by anything contained in the director's service contract or in the Articles of Association.

Any member wanting to propose a resolution to remove a director must give the company 'special notice', (a formal notice setting out their request) at the registered office of the company at least 28 days before a general meeting. The directors may try to frustrate the members' intention by not calling a general meeting at all.

In this situation, a member could either request an annual general meeting providing they own at least 5% of the shares in the company or, if they own at least 10% of the shares in the company, request an extraordinary general meeting and thus fix the agenda for that meeting.

Whenever the company receives special notice of a resolution to remove a director, the board must ensure that the director concerned is informed immediately. That director has the right to make written representations to the members and can circulate a statement in writing to them. They can also speak at the meeting.

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