If in a private limited company there are 3 director out of which 1 director is not able to take part in the activities of the company as he is on bed rest due to paralysis attack so board of directors decided to resign such director from the company. Also such director DSC has been expired.And due to his medical condition his DIR-3EKYC has not been filed.
Now what can the board of directors do ????
A Company has the authority to remove a Director by passing an Ordinary Resolution, given the Director was not appointed by the Central Government or the Tribunal.
- A Board Meeting will be called by giving seven days’ notice to all the directors. A special notice will go to the directors informing them about the removal of the director.
- On the day of the Board Meeting, a resolution for the holding of an extraordinary general meeting will be passed along with the resolution for the removal of the director subject to the approval of the shareholders.
- A general meeting will be held by giving 21 days clear notice. In the meeting, the members will be asked to vote on the matter. If the majority is in favor of the decision, the resolution will be passed.
- Before the passing of the resolution, an opportunity of being heard will be given to the director.
- After the passing of the resolution, the same procedure will be followed, and the forms DIR – 11 and DIR – 12 will be filed along with the same attachments of the Board Resolution, Ordinary Resolution.
- After the filing of the forms, the name of the director will be struck off from the Ministry of Corporate Affairs website.
CAclubindia
