Originally posted by : Rajeev
One Pvt Ltd Company has 4 directors out of which 2 directors are trying to remove 1 director from the total four without consent of the 3rd director. If its coming for voting it will be 2:2.
1) whether they Can do this removal ?
2) If yes, howmany days before they have to give notice ?
3) During that notice period whether that person will be treated as director ?
In my opinion,
Removal of director requires special notice to be given as per Section 284.
The person who is going to be removed will be by passing resolution to that effect, but opportunity of being heard be given.
If there are 4 directors and one of the director is to be removed then voting can be 2:1 or 1:2 and not 2:2.
If a director is to be removed then there should be strong and valid reason of removal, like Not attending
continous 3 Board meetings, or all meetings in the last 3 months(without obtaining leave of absence),
or involved in fraud, etc.
Special Notice time period may be 7 days and above ( Experts please confirm Time period).
The person will be treated as director, until and unless resolution is passed at the board meeting for
removal and after hearing of the said director to be removed.
Experts your views solicted.