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REMOVAL OF A DIRECTOR FROM A REGISTERED COMPANY

The Articles of Association usually prescribe circumstances when a Director would be removed from directorship. Apart from the voluntary resignation, a director may be removed from office at any time before their term expires or notwithstanding the provisions in the Articles of Association.
The following steps are followed:
  1. The Company by ordinary resolution in an Annual general meeting or an extra ordinary General meeting can remove a director.
  2. Special Notice about the resolution to remove a director or to appoint somebody instead of a director so removed at the meeting at which he is removed shall be issued to the members.
  3. A copy of the said notice to be send to the director to be removed also.
  4. The director shall be given an opportunity of being heard in the meeting.
  5. If the director gives any written representation to the notice, then the said representation shall be given to all members unless they are received too late.
  6. If the representation could not be given to all members, then the Director can request the said representation to be read out in the meeting.
  7. The members can pass an ordinary resolution, by simple majority and remove the director.
  8. The Company shall within 14 days from the removal of a director file Form 203A and a copy of the resolution with the Registrar of Companies
A vacancy created by the removal of a director under the section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy. A removed director may claim compensation for the loss of office.
NOTE: The subsection does not in the case of a private company authorize the removal of a director holding office for life at the commencement of Companies Act, whether or not subject to retirement under an age-limit by virtue of the articles or otherwise.

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