Removal of Directors
Removal of Director:
Director of a company is a person elected by the shareholders for managing the affairs of the company as per the Memorandum of Association and Articles of Association of the company. Director of a company may need to resign or the Board of Directors or Shareholders may want to remove a Director for many reasons. In such cases, a Director can resign or be removed by filing the intimation of change of Director with MCA. The procedure for the resignation of director and removal of Director by the Board or Shareholders vary. A Director can resign from a company by giving a notice in writing to the company and the Board is required to file the necessary filings with MCA within 30 days. A Director can also send a copy of the resignation letter to the ROC directly by filing a different set of forms.
A director may be removed by:
An ordinary resolution adopted at a shareholders' meeting by the persons entitled to exercise voting rights in the election of that director. The director concerned must be given notice of the meeting and the resolution, at least equivalent to that which a shareholder is entitled to receive, regardless of whether the director is a shareholder. The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote.
A resolution of the board because it has determined that the director in question has become ineligible or disqualified in terms of section 69 of the Act, is unable to perform the functions of a director and is unlikely to regain that capacity within a reasonable time or has neglected or been derelict in the performance of the functions of a director.
An order of the court confirming the resolution of the board or removing the director from office if the court is satisfied that the director is ineligible or disqualified, incapacitated, or has been negligent or derelict.
Documents required for Removal of a director:- (All copies of documents should be self attested by the customer)
Address proof of the company
Address proof of the director
Id proof of the director
Procedure for Removal of directors:
A special notice under section 115 (resolution requiring special notices) is required to be given to the company for removal of directors, at least 14 days before the date of meeting at which it is to be moved exclusively of the day on which notice is served and the day of the meeting.
On receipt of notice of a resolution to remove a director, the company shall forthwith send a copy thereof along with a representation if any received from the director concerned and if a copy of the representation is not sent as aforesaid due to insufficient time or for the company’s default, the director shall be entitled to be heard on the resolution at the meeting.
Hold and convene a general meeting to remove a director by passing an ordinary resolution.
Advice the Chairman that the resolution can be moved only if the person who has given notice of the resolution is present and moves the same at the meeting and that the director sought to be removed has got a right of being heard at the meeting even if he is not a member of the company.
If the resolution is carried, inform the director concerned about that fact of his removal.
In the case of a listed company, inform the stock exchange/s where the securities of the company are listed about the removal of the director.
File Form DIR 12 within 30 days of the removal of the director with the Registrar of Companies.