Removal of directors

If the other two directors have moved a resolution in a properly convened meeting and passed the same and informed you then probably you cannot do anything.

They also have not deposited my director remuneration for past 3 months. Can I do something for that??

I hope, ur company is Pvt. Ltd.

Pl. refer the clause "Removal of Director" in your Articles of Association. make sure that your removal is contravention of AOA or not? 

To Mayur Buha,

Yes its pvt. ltd. co.

Ca ypu please elaborate. Dint got the maning of "removal is contravention of AOA or not".

Dear Sir,

A director can not be removed on the wish of Directors, except resignation, he can only be removed by sharehodler by passing Ordinary Resolution even for that Special Notice is required which is to be circulated to the director as well.

There is a specific procedure for removal of director under section 284 of the Companies Act, 1956.

In view of above you can challange the same.

WE DONT HV KNOWLEDGE AS MUCH ANKUR SIR HAVE,

IF SIR SAYING U CAN CHALLENGE, THEN U HV TO GO AHEAD.

@ CS Ankur Srivastava Sir

But in case of private company .... there are just 2 shareholder cum directors then ..... can they remove the 3rd person  as per the reason of breach of trust ...........

@ Pratyush ...

AOA  ( Article of Association) can surely provide you some clue regarding solution .....   because you can also not be cheated like that. there must be some resort to this situation ......

Sec 284 is applicable both for a Pvt co and a Public company. If we see the procedure of The removal of director, First a member must send a Special notice for the removal of director and Immediately it should be forwarded to Director for giving chance to director for making representations. I

if u have not been given notice for the removal nd ur remuneration has been stopped then it can be a type of OPPRESSION of you in capacity as a member.........The company Law board in  a number of cases (family company like present one , removal of the promotor- directors) has held that it is an act of OPPRESSION....u can challenge it under section 397 of company act.......further it it is a contravension of section 284 also...u may file a petition in Company Law board under section 397..

DEAR MR.LADHA..

                               A DIRECTOR CAN BE REMOVED FROM OFFICE IF HE  ATTRACTS ANY PROVISION OF SEC.283 OF THE COMPANIES ACT, 1956 AND BREACH OF TRUST DONT  COME UNDER ANY CLAUSE OF SEC283. I FEEL YOU HAVE A GENUINE CASE  OF REAAPOINTMENT OR REINSTATEMENT TO BE MORE PRECISE. FURTHERMORE, UNDER SEC.284  ORDINARY RESOLUTION NEEDS TO BE PASSED AND SPECIAL NOTICE IS TO BE GIVEN TO PASS REOLUTION FOR YOUR REMOVAL. A COPY OF THE RESOLUTION HAS TO BE SENT TO YOU AND YOU HAVE THE ADVANTAGE OF MAKING A REPRESENTATION OR GIVE AN EXPLANATION TO SUCH RESOLUTIONS.

REGARDS,,

TANVEER MD MASOOD

CALCUTTA.

Originally posted by : *RENU SINGH *
	@ CS Ankur Srivastava Sir But in case of private company .... there are just 2 shareholder cum directors then ..... can they remove the 3rd person  as per the reason of breach of trust ...........   @ Pratyush ... AOA  ( Article of Association) can surely provide you some clue regarding solution .....   because you can also not be cheated like that. there must be some resort to this situation ......

Renu ji,

For removal of Directors specific procedure is to be followed.

DEAR MR.ANKUR SRIVASTAV..

                                          SEC.283 OF THE COMPANIES ACT,1956 PROVIDES FOR THE REMOVAL OF DIRECTORS AND BREACH OF TRUST IS NOWHERE UNDER ANY CLAUSE OR SUBCLAUSE OF SEC283. AGAIN SEC.284 OF THE COMPANIES ACT,1956 PROVIDES  FOR THE METHOD OF THE REMOVAL OF DIRECTORS WHEREIN A SPECIAL RESOLUTION NEEDS TO BE PASSED AT THE BOARD MEETING OF THE COMPANY AND NOTICE OF SUCH RESOLUTION HAS TO BE SENT TO THE DIRECTOR CONCERNED WHO IN TURN CAN MAKE REPRESENTATION IN THIS REGARD . 

REGARDS..

TANVEER MD MASOOD

CALCUTTA.

Tanveer ji,

For removal of director Special Notice is send and to be circulated to director as well, and only Ordinary Resolution would suffice the purpose.

To CS Ankur Srivastava Sir

This is what I received from the company.

                                         NOTICE

Notice is hereby given that an Extra Ordinary General meeting of the Co. will be held on 05/10/2012 at te registered office of the co. to transact the following business.

1.To consider and, if thought fit, to pass with or without modification of the following resolution as an Ordinary Resolution: 

"Resolved that pursuant of the provisions of Section 284 and all other applicable provisions of the Companies Act,1956,if any, Pratyush Ladha be and is hereby removed from the office of director of Company".

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2)

The Co. has received a Special Notice under Sec 284 for the above Resolution from Mrs. S.LAdha,a sharholder of the co. 0n 10/9/12. The BOD at their meeting held on considered the said Special Notice and having found the same in order have convened this general meeting.

A copy of Special Notice has been circulated To Mr. Pratyush Ladha.

"Mr. Pratyush Ladha is holding the office of director of the co. from 1/4/11. However he has failed and neglected to perform his duties towards the co. and have instead been working for accomplishment of self interest and against the interest of the co. Evidently, this is a case of breach of trust reposed by shareholders in the director of the co. It would not serve the interest of the co. if the said person is allowed to continue as director.

Hence to protect the co. from his ill motives, it is proposed to remove him from their office with immediate effect."

Please help.