As a gesture of democratic management concept, the shareholders have a right to remove a director from his office. If done so by the shareholders, enumerate the steps to be undertaken by a Company Secretary to check the

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2018
As a gesture of democratic management concept, the shareholders have a right to remove a director from his office. If done so by the shareholders, enumerate the steps to be undertaken by a Company Secretary to check the removal of a Director.

Answer & Explanation:

Check whether: A special notice as required under sub-section (2) of Section 169 was given to the company to remove a director; The special notice was signed by member(s) holding not less than one percent of total voting power or holding shares on which an aggregate sum of more than five lakh rupees has been paid up; The company has sent forthwith a copy thereof to the director concerned and the director was provided opportunity to be heard on the resolution at the meeting; The representation, if any, made by concerned director was notified to the members on the request of the director along with the notice of the resolution. If the copy of the representation was not sent because the same was received too late or because of company's default, it was read out at the meeting. The director who was removed from office was not reappointed as a director by the Board of directors; On removal updated Register of Directors including his shareholding if any. Indicative list of documents to be checked: Special notice received Notice and minutes of Annual General Meeting/EGM, Report of General Meeting Proof of sending such notice to the Director Representations, if any, received from the Director Board's Report DIR-2, DIR-6, DIR-8, DIR-9, DIR-10 (if any), DIR-12

Topics: Directors

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