Removal of directors from private ltd. co.

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This query is : Resolved

CA Rachit Gupta (Querist)

03 July 2012 There are 2 directors in a private ltd. company & further 2 directors are appointed.
Now out of 4 directors, 3 directors are willing to remove 4th director as he is not giving his resignation.
I want to ask what is the procedure to remove the 4th director by majority of other directors or by majority of shareholders.
please reply ASAP.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

03 July 2012 Section 284 gives shareholders of every company the right to remove any director from his office , by ordinary resolution before expiry of his period of office, not being a director appointed by the Central Govt u/s 408.
PROCEDURE FOR REMOVAL OF DIRECTOR

1. Hold a board meeting to approve the agenda and notice calling GM.

2. A Special notice of the intension to move a resolution for the removal of director be furnished by any member to the company not less than 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.

3. Send a notice, immediately after the notice of the intention to move any such resolution has been received by it, in the same manner as it gives notice of the meeting.

4. 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.

5. Hold and convene a General meeting to discuss To pass a [Ordinary resolution] for the removal of director.

6. The company must give intimation to the 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.

7.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. In addition, director can make oral representation at the general meeting.

8. File form 32 within 30 days of GM regarding removal of director.

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