Removal of director without his consent in a ltd company

REMOVAL OF DIRECTOR IS GOVERNED BY SECTION 169 COMPANIES ACT AND THE PROCEDURE SHALL BE ACCORDING TO THE ACT ONLY:

(1) A company may, by ordinary resolution, remove a director, not being a director

appointed by the Tribunal under section 242, before the expiry of the period of his office after

giving him a reasonable opportunity of being heard

(2) On receipt of notice of a resolution to remove a director under this section, the

company shall forthwith send a copy thereof to the director concerned, and the director,

whether or not he is a member of the company, shall be entitled to be heard on the resolution

at the meeting.

(3) Where notice has been given of a resolution to remove a director under this section

and the director concerned makes with respect thereto representation in writing to the

company and requests its notification to members of the company, the company shall, if the

time permits it to do so,—

(a) in any notice of the resolution given to members of the company, state the

fact of the representation having been made; and

(b) send a copy of the representation to every member of the company to whom

notice of the meeting is sent (whether before or after receipt of the representation by

the company),

and if a copy of the representation is not sent as aforesaid due to insufficient time or for the

company’s default, the director may without prejudice to his right to be heard orally require

that the representation shall be read out at the meeting:

Provided that copy of the representation need not be sent out and the representation

need not be read out at the meeting if, on the application either of the company or of any

other person who claims to be aggrieved, the Tribunal is satisfied that the rights conferred

by this sub-section are being abused to secure needless publicity for defamatory matter; and

the Tribunal may order the company’s costs on the application to be paid in whole or in part

by the director notwithstanding that he is not a party to it.