December 14, 2018

PROCEDURE AND PROVISIONS OF REMOVAL OF DIRECTOR:

PROCEDURE AND PROVISIONS OF REMOVAL OF DIRECTOR:

As Directors are the eyes and ears of the Company. They play a crucial role in the working of a Company. Therefore, a Company is governed by its Board of Directors, and board of Directors consists of natural person which works on behalf of the Company.
SECTION 2(8) refers that Director of a Company collectively known as Board of Directors
SECTION 2(34) refers to the Director appointed by the Board of Director.

                                                         

MAXIMUM NUMBER OF DIRECTORS

  • A Company shall consist maximum of 15 Directors.
  • A Company may extend the strength of the Directors by passing the Special Resolution.

                                                           MINIMUM NUMBER OF DIRECTOR

PUBLIC COMPANY                                 PRIVATE COMPANY                                 ONE PERSON COMPANY

(3 DIRECTORS)                                         (2 DIRECTORS)                                           1 (DIRECTOR)

 

 

THE PROVISIONS OF SECTION 169 GIVES THE POWER TO SHAREHOLDERS TO REMOVE THE DIRECTOR BEFORE THE END OF HIS TENURE OF APPOINTMENT.

BUT THE FOLLOWING DIRECTORS CANNOT REMOVED BY THE SHAREHOLDERS OF THE COMPANY.
  • a Nominee Director appointed by the Financial Institutions/Central Government
  • a Director appointed by the Tribunal under provision of section 242 of the Act.
  • a Director govern by BIFR (BOARD FOR INDUSTRIAL & FINANCIAL RECONSTRUCTION) to conduct business of the Company.
  • a Director appointed under the provisions of section 163.

Except the above Directors the shareholders have a statutory right to remove a director in the General Meeting of the Company according to the provisions of section 169 and this right cannot be taken away by the shareholders through any document or any contract.

Therefore, a SPECIAL NOTICE is required under section 115 of the Companies Act 2013 for removal of Directors and this notice shall given to the Company at least fourteen days before the date of meeting at which the resolution is going to passed.

FORMAT OF SPECIAL NOTICE FOR REMOVAL OF DIRECTOR:  (click here)↵

The Company must give INTIMATION LETTER to the concerned Director of the resolution by sending him the copy of Special Resolution. The Director shall have right to heard on the Resolution at the meeting.

 

FORMAT OF INTIMATION LETTER TO THE CONCERNED DIRECTOR: (Click here)↵

 

FORMAT OF BOARD RESOLUTION PASSED AT MEETING FOR REMOVAL OF DIRECTORS: (Click here)↵

 

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