Removal of director & related issues

REMOVAL OF DIRECTOR

As yours is a private company, it is a plus point for you. You have two options, either:

1. Either to go for section 284; or

2. Take shelter of Section 283, as it says

    "Sec.283(3) A private company not being a subsidiary of a public company may, by its articles, provide that the office of director shall be cacated on any ground in addition to those specified in sub-section(1)"

Since the director is not willing to resign from the director you have to remove him tactfully by following the route of amendments in Articles.

Also read this DCA CIRCULAR NO. 8/43(283)/63:

"a PRIVATE COMPANY SIMPLICITER CANNOT CIRCUMVENT THE PROVISIONS OF SECTION 284 OF THE aCT IN THE GUISE OF INCLUDING ADDITIONAL GROUNDS IN ITS ARTICLES FOR THE CACATION OF OFFICE BY DIRECTORS AS CONTEMPLATED IN SECTION 283(3). WHENEVER ANY SUCH ADDITIONAL GROUND INCLUDED IN THE ARTICLES VIRTUALLY RESULTS IN THE REMOVAL OF A DIRECTOR, THE POWER IN THIS BEHALF CAN ONLY BE EXERCISED BY THE COMPANY IN GENERAL MEETING AS CONTE MPLATED BY SECTION 284.

Procedure for removal of directors

Removal of director is governed by section 284 and AOA of the company.

First check the provisions of your article in this behalf.

1. Hold a board meeting and pass a board resolution for calling EGM

2. Send notice of EGM to the members and also intimate concerned director.

3. Opportunity of being heard should be given to the concerned director. (Read section 284 carefully).

4. Hold GM and pass ordinary resolution for removal.

5. Pass form 32 for removal of director within 30 days of passing ordinary resolution.

RG

Agree with Rechank