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What is the procedure for removal of director?

Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 Marie asked over 3 years ago

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5 Answers
Data?1494421636 Deep answered about 3 years ago

Dear removal of Director is a lengthy process whereby you need to conduct General Meeting after approval by the Board of Directors for removal of that director. Once the shareholder passes the resolution, thenafter you need to file the specific form alongwith attachment with ROC. You need to follow the procedural aspect as per Section 169 of the Companies Act, 2013.

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Open uri20170510 32134 117xyds?1494421825 dhanashri answered about 3 years ago

hello 1.A (Special notice) of the intension to move a resolution for the removal of director be furnished by any member to the company not less than 14 days before the meeting at which it is to be moved, exclusive of the day on which the notice is served and the day of the meeting. (Section 284) 2.The company shall, immediately after the notice of the intention to move any such resolution has been received by it, give its members notice of the resolution in the same manner as it gives notice of the meeting. 3.If is not possible for the company to give notice to all the members, publish by advertisement in the newspaper having an appropriate circulation not less than 7 days before the meeting. 4.The company must give intimation to the concerned director of the intended resolution by sending a copy of the special notice received by it, forthwith on receipt thereof. The director shall have the right to be heard on the resolution at the meeting. 5.Hold and convene a General meeting to discuss besides others the following matters:To pass a [Ordinary resolution] for the removal of director. 6.In case of listed companies, file a copy of the proceeding of the general meeting in the Stock exchange (s) where the securities of the company are listed. 7.File [e-form no. 32] with the Registrar of Companies with in 30 days of passing the resolution. 8.Pay the requisite fees, as prescribed by the Companies

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Open uri20170510 32134 rtss0c?1494421669 saikumar answered over 3 years ago

Removal by Ordinary resolution Subject to the points made below, any director can be removed by an ordinary resolution of the general meeting under the following provisions of the Companies Act 2006. CA 2006, sec168 A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him. Special notice is required of a resolution to remove a director under this section or to appoint somebody instead of a director so removed at the meeting at which he is removed.

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Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 DarshiL answered over 3 years ago

If any director attracts disqualification as per section 169 then he shall be removed from position as a director . Company will submit this removal to ROC in prescribe form . For the grounds of removal refer said section .

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Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 Gunjita Kashyap answered over 3 years ago

** Right to Remove a Director is Legal Right of Share Holders: ----------------------------------------------------------- ** Section 169 and Chapter 7 of Companies Act, 2013 Right of Shareholders to remove a director in the General Meeting through Ordinary Resolution is a Legal Right. This legal right cannot be damaged or taken away by MOA, AOA or any other documents or Agreement. Section 169 and Chapter 7 details the procedure of removal of director by shareholders as follows: – ------------------------------------------------------------------------ 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. The provision relating to removal shall not apply where the company has availed itself of the option to appoint not less than two – thirds of the total number of directors according to the principle of proportional representation. A special notice shall be required of any resolution, to remove a director, or to appoint somebody in place of a director so removed.

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