COMPANIES ACT - 1963 (ACT 179)

    Section - 185 - Removal of Directors

    (1) Subject to the provisions of section 300 of this Code and to the following subsections, a company may by ordinary resolution at any general meeting remove from office all or any of the directors notwithstanding anything in its Regulations or in any agreement with any director.

    (2) A resolution to remove any director shall not be moved at any general meeting unless notice of the intention to move it has been given to the company not less than thirty-five days before the meeting at which it is to be moved:

    Provided that if after notice of the intention to move the resolution is given to the company, a meeting is called for a date thirty-five days or less after the notice has been given, the notice shall be deemed to have been properly given for the purposes of this subsection.

    (3) The company shall give its members notice of such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof in the same manner as notices of meetings are required to be given not less than twenty-one days before the meeting.

    (4) On receipt of notice of an intended resolution to remove a director under this section the company shall forthwith send a copy thereof to the director concerned and such director, whether or not he is a member of the company, shall be entitled,

    (a) to be heard on the resolution at the meeting; and

    (b) to send to the company a written statement, copies of which the company shall send with every notice of the general meeting or, if the statement is received too late, shall forthwith circulate to every person entitled under section 154 of this Code to notice of the meeting in the same manner as notices of meetings are required to be given:

    Provided that the company need not send or circulate such statement,

    (a) if it is received by the company less than seven days before the meeting, or

    (b) if the Court, on application by the company or any other person who claims to be aggrieved, so orders upon being satisfied that the statement is unreasonably long or that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the Court may order the costs of the applicant to be paid in whole or in part by the director notwithstanding that he is not a party to the application.

    (5) Without prejudice to the director's right to be heard orally on such resolution, he may, unless the Court shall have made an order under the immediately preceding subsection, also require that the written statement by him be read to the meeting.

    (6) A vacancy created by the removal of any director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy in accordance with section 181 of this Code.

    (7) Nothing in this section shall be taken as depriving any director who has a service agreement with the company of any right to compensation to which he may lawfully be entitled under such agreement on the termination of his directorship or of any right to damages if his removal from his directorship constitutes a breach of such service agreement.