Removal of Directors

Reasons for Removing a Director

  • Disqualification under the Companies Act
  • Absence from board meetings for over 12 months
  • Contravention of Section 184 relating to conflict of interest
  • Conviction by a court for any offense
  • Voluntary resignation/li>

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Procedure for Removal of Directors

How We Work

01

Issuance of Special Notice

A special notice required by a member proposing an ordinary resolution for the removal of a director.

02

Board Resolution to Call a General Meeting

A decision to call a general meeting through a board resolution is necessary, along with the issuance of a meeting notice to all stakeholders.

03

Voting and Resolution

The resolution for the removal of a director is passed through an ordinary resolution in the general meeting after giving the director a reasonable opportunity to be heard.

04

Filing Form DIR-12

Following the removal, the company must file Form DIR-12 with the Registrar of Companies, detailing the change in directorship.

Checklist

Documents Required

Consent of the proposed directors (Form DIR-2)
Digital Signature Certificates (DSC) of the proposed directors
Director Identification Number (DIN)
KYC documents of the proposed directors

Overview

In the corporate governance of Indian companies, directors play a pivotal role in steering the company towards its goals while ensuring compliance with the Companies Act, 2013. However, there might arise circumstances necessitating the removal of a director. This guide outlines the process, reasons, and required documentation for the removal of directors, ensuring clarity and compliance with the legal framework.

Types of Directors

  • Director: Entrusted with substantial powers of management.
  • Whole-time Director: In full-time employment of the company.
  • Ordinary Director: Attends board meetings but is not a whole-time director.
  • Additional Director: Appointed between general meetings.
  • Nominee Director: Appointed by certain shareholders or lenders.

Best Practices for Board Director Appointments and Removals

  • Ensure transparency and fairness throughout the process.
  • Keep comprehensive records of all meetings, resolutions, and communications.
  • Adhere strictly to the legal requirements set out in the Companies Act, 2013.

Conclusion

The removal of a director from a company is a significant event that must be handled with due diligence and adherence to the legal framework provided by the Companies Act, 2013. This guide aims to demystify the process, helping stakeholders navigate the complexities involved. For further assistance or professional advice, consult a legal expert specializing in corporate law.

FAQ:

No, the removal of a director must be justified by valid reasons as per the Companies Act, 2013.
No, directors appointed by the Tribunal under section 242 cannot be removed via the process outlined in section 169.
Shareholders can initiate the removal by passing an ordinary resolution after providing the director with a reasonable opportunity to be heard.

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