KNAP Advisory simplifies the process of removing a director.

Begin the procedure for only ₹ 999, and then pay the balance at your convenience after the processing the procedure for removal.

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Removal of Director

An Overview - Removal of Director

Except for appointments made by the Central Government, the Companies Act of 2013 gives shareholders the ability to dismiss a director from the company prior to the end of his term. Removal involves filing with the MCA; Roc examines each removal thoroughly.

A company may dismiss a director who was not appointed by the Tribunal under section 242 by ordinary resolution before to the end of his term of office, after allowing him a reasonable chance to be heard.

The vacancy created by the removal of a director shall be filled at the meeting at which he is removed by the appointment of another director in his stead, provided a particular notice of such appointment has been given.

A detailed process to remove a director from the company

To dismiss a director, the following steps are taken:

  • The company should inform the affected director of his impending dismissal.
  • Notification of the Board meeting to all company directors, together with the agenda.
  • Call a meeting of the board of directors, pass a resolution authorising the dismissal of the offending director, and notify the company's members for the general meeting.
  • A special notice with the aim of removing a director by the requisite number of members of the company must be passed at least 14 days before to the meeting at which it is to be moved, except the day the notice is delivered and the day of the meeting.
  • Any special notice required to be given to the company must be signed, either individually or collectively, by members holding at least 1% of total voting power or shares worth at least 5 lakh rupees on the day of the notice.
  • Calling a General Meeting where the departing director can be heard and speak. Ordinary resolutions can be approved if they look just and fair.
  • Preparation of director removal documentation and communication of impacted departments.
  • - If he or she violates any of the disqualifications outlined in section 164 of the Companies Act of 2013
  • - If a director breaches section 184 by entering into a contract or agreement, the director is liable for a minimum jail sentence of six months.
  • - If he or she is absent from a Board meeting for more than one year.
  • - If a director breaches section 184 by entering into a contract or agreement, the director is liable for a minimum jail sentence of six months.

Documents required for Removal of Director

Required Documents for Director Removal

  • Image: A passport-sized photograph of the selected Director.
  • PAN Card: The designated Director's self-attested PAN card.
  • Aadhar Card/Voter ID/Passport/Driving License as Proof of Residency.
  • A legitimate identity document, such as a passport, election card, driver's licence, or Aadhar card.
  • The mobile phone number and personal and professional email addresses of the Director
  • If the Director is not a resident of India, all documents must be authenticated.
  • Company-filed resignation notice - Documentation of shipment - Form receipt, if received.

 

HELP & FAQs

What are the causes for a director's dismissal?

Even with sufficient notice, a director may be dismissed if he is absent for 12 months from three consecutive directors' board meetings. He can also be dismissed from the board of directors if he is disqualified by a court or resigns voluntarily.

Who may remove a director from office?

According to the Companies Act , 2013, a company may dismiss a director before to the expiration of his or her term by passing a special resolution, with the exception of a director nominated by the central government or a tribunal.

Who must notify the ROC on the removal of a director?

By submitting DIR-12 by the company and by filing DIR-11 by the director in question.

Can a director be removed from office without his consent?

Yes, a business may remove a director without his permission if he or she is disqualified under the Companies Act of 2013 or if his actions are not in the best interest of the company and its shareholders.

 

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We have been especially crucial in ensuring startups are compliant with India's complex legal structure. We accept responsibility and obligation on behalf of the business owners and co-founders for adhering to all legal requirements. We strive to deliver a wide range of quick, effective, and compliance-focused services to any company or individual with a startup mentality. We are abide by our motto:- We Care, We Deliver, We Honor.