To remove a Director suo-moto by the Board A Company has the authority to remove a Director by passing an Ordinary Resolution, given the Director was not appointed by the Central Government or the Tribunal. A Board Meeting will be called by giving seven days’ notice to all the directors
In such circumstances, there may be no alternative option for the company other than to seek the removal of such a director. In many companies, the power to remove a director from office is granted to the board of directors or to a majority of the shareholders under the company’s articles of association.
It is not possible to use a written resolution to remove a director. The member who proposes the dismissal must give the company ‘Special Notice’ of a resolution to remove a director at least 28 days prior to the meeting at which the director may be removed.
According to Sec. 284 of the Companies Act 1956, the company in a general meeting may remove a director at any time by passing an ordinary resolution. The removal of a director or appointment of a director in the place of a removed director needs a resolution requiring special notice.