To remove a person holding the position of a director in private or public limited company is not an easy job. Even a shareholder holding one share will be able to move a resolution in any general meeting; and the Board of Directors will be obliged to complying with all statutory requirements relating thereto. However it is difficult to gather necessary votes for ensuring success of the proposal. Further the Company Law Board may grant an injunction if the removal of director would amount to oppression. Even if proposing shareholder has fair chances of success, it may be difficult if facts and circumstances are such.
Recently there was a programme in Coimbatore addressed by former Vice-Chairman of Company Law Board. He advised professionals not to mis-guide the quote while interpreting provisions of law. One of the lawyers who argued his client's case said that in a board of directors where his client has the majority support could remove the undesirable director while the true legal position is that shareholders alone enjoy the powers to remove a director! Board of Directors cannot remove directorships.
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