Removal of director for not attending BM for a period of 12 months

[purti rustagi]

does anyone remove director u/s 167(2) i.e. not attending BM for a period of 12 months. Plz share the documents and procedure.

[Peer Mehboob]

Under Section 167(2), the office of director automatic get vacated if he is absent from all the meetings of the Board held during a period of twelve months. You just simply has to file DIR-12 for his cessation of directorship under sec.167 and attach evidence of cessation with the form.

On 12 May 2017 at 11:13, purti rustagi <purtir...@gmail.com> wrote:

does anyone remove director u/s 167(2) i.e. not attending BM for a period of 12 months. Plz share the documents and procedure.

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[purti rustagi]

What will be the "Evidence of Cessation" in that case.

Kindly also confirm whether DIR-11 is required to filed or not?

CS PURTI RUSTAGI
Purti Rustagi & Associates
U-112/B, 3rd Floor, 

b/w Laxmi Nagar Gate No. 2 & 3

Shakarpur, Delhi-110092
Mobile : 9582864256

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[Peer Mehboob]

In evidence of cessation, you can use attendance sheet of the all meetings of the year alongwith proof of service of notice of all board meeting to such director. 

DIR-11 is filed in case of resignation by the resigned director and this is not the case of resignation but its a automatic vacation of office of director.

[purti rustagi]

Ok Thanku sir for valuable suggestion.

CS PURTI RUSTAGI
Purti Rustagi & Associates
U-112/B, 3rd Floor, 

b/w Laxmi Nagar Gate No. 2 & 3

Shakarpur, Delhi-110092
Mobile : 9582864256

[ACS suresh chaudhary]

 As an evidence attendance sheet is enough. It should be numbered and signed by chairmen of meeting.

[purti rustagi]

kindly confirm whether we require shareholder approval to remove the director in above mentioned case

CS PURTI RUSTAGI
Purti Rustagi & Associates
U-112/B, 3rd Floor, 

b/w Laxmi Nagar Gate No. 2 & 3

Shakarpur, Delhi-110092
Mobile : 9582864256

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[Peer Mehboob]

I would again like to rectify you that this is not removal. This is automatic vacation. And No need of any shareholders approval under sec. 167 for vacation of office of director. 

@ Mr. Suresh, It is required to attach the proof of service of notice of every board meeting with form DIR-12 because its a proof to show that company has duly served notices of board meetings, but director did not attend any. Merely showing attendance sheet will not serve purpose, since company may intentionally not issue notice to a director if it did not want him to attend. There are many cases, wherein director has filed suit against company for vacating its office u/s 167 without intimating him of any meeting by serving notice.

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[Dharmesh Vankar]

agree with mr. peer mehboob,

if you're not showing proper notice along with evidence then it wl attracts cases of oppression n mismagt.

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"SAVE PAPER - THINK BEFORE YOU PRINT!"

Thanks & With Regards,

Dharmesh Vankar

Company Secretary

Cell: 9558 930 408

"Tough time never last, but tough people do."

[purti rustagi]

Sir, this is private company and there is no proof of dispatch of notice.

CS PURTI RUSTAGI
Purti Rustagi & Associates
U-112/B, 3rd Floor, 

b/w Laxmi Nagar Gate No. 2 & 3

Shakarpur, Delhi-110092
Mobile : 9582864256

[Dharmesh Vankar]

whats the relation between notice of bm and company's locus standi.

if you re not able to show proof of notice then be ready for repurcussions.

Dharmesh Vankar

Company Secretary

Cell: 9558 930 408

"Tough time never last, but tough people do."

[Peer Mehboob]

Then how you can prove that you have duly convened all board meetings and then the said director was absent throughout the year.

Without proving that you have convened board meetings properly, you cannot declare that a director is absent in all those meetings.

[Dharmesh Vankar]

exactly

[purti rustagi]

Thanku all to clarify the issue.

CS PURTI RUSTAGI
Purti Rustagi & Associates
U-112/B, 3rd Floor, 

b/w Laxmi Nagar Gate No. 2 & 3

Shakarpur, Delhi-110092
Mobile : 9582864256

[purti rustagi]

Kindly suggest if director doesnt want to remove from the company but company wants to remove him. What was the best alternative on part of company to remove the director.

CS PURTI RUSTAGI
Purti Rustagi & Associates
U-112/B, 3rd Floor, 

b/w Laxmi Nagar Gate No. 2 & 3

Shakarpur, Delhi-110092
Mobile : 9582864256

[ACS suresh chaudhary]

Now You are talking ! Its a case of removal now instead of vacation. you cant remove a director simply by citing disqualification if the company is not following CA 2013, its rule and sec standards i.e not informing him about BM by serving notice/notes on agenda/agenda.

Where the director didnt wants to resign and the company wants him to leave then follow the process of removal of director as given u/s 169 of the C A 2013.

On Friday, May 12, 2017 at 11:13:22 AM UTC+5:30, purti rustagi wrote:

[purti rustagi]

sir I thought the same but I have bit confusion the case is :

There is one private co. in which x y and z are directors as well as shareholders. x and y wants to remove z. The sh.holding of x and y is 67%. 

whether x and y give special notice to remove z?

 whether by passing OR with consent of x and Y, z can be removed?

How sh.holding can be taken back from z.

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[ACS suresh chaudhary]

You can remove him as director but you cant take back his shares. He will remain member of the company. The only way out is that you convince him to transfer his shares to the other director.Remove him gently otherwise he is free to exercise his rights as a member of the company in future if there is any discompliance.

On Friday, May 12, 2017 at 11:13:22 AM UTC+5:30, purti rustagi wrote:

[Snehal Pahade]

I also have the same issue in removal of director

In our case, Mr. A (M.D), Mr. B and Mr. C are director and Mr. A has around 35% shareholding and remaining shareholding is of another shareholders  (Mr. B and Mr. C doesn't have any shareholding)

Mr. A (M. D) wants to remove Mr. B and Mr. C because they are not co-operating in business.

Other shareholders are not interested in attending the meeting and business and even not agree to trf. shares

and if Mr. A (MD) calls meeting of BOD or shareholder no one is attending the meeting

So please guide How to remove Mr.B and Mr. C ? 

Regards,
Snehal Pahade
7588196108

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[ACS suresh chaudhary]

Appoint a new Director and MD transfer one share to him. Hold both BM and then GM and paas the resolutions for removal. see section 169.

On Friday, May 12, 2017 at 11:13:22 AM UTC+5:30, purti rustagi wrote:

[purti rustagi]

If anyone has practically deal with removal of director kindly share the procedure and timeline along with documents.

CS PURTI RUSTAGI
Purti Rustagi & Associates
U-112/B, 3rd Floor, 

b/w Laxmi Nagar Gate No. 2 & 3

Shakarpur, Delhi-110092
Mobile : 9582864256

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