Removal of Director
In short
Shareholders can remove a director (other than one appointed by the Tribunal) before the end of their term by an ordinary resolution under Section 169 of the Companies Act, 2013. Special notice is required, and the director must be given a reasonable opportunity to be heard. Form DIR-12 is then filed within 30 days.
Overview
Removal is a sensitive process, and procedural mistakes can invalidate it. We make sure notices, timelines and the director's right to make representations are handled correctly.
Key requirements
- Special notice from members holding the prescribed shareholding
- A general meeting with the director given an opportunity to be heard
- An ordinary resolution passed by shareholders
Documents required
- Special notice
- Notice of general meeting
- Resolution passed
- Any representation made by the director
We share an exact checklist for your case before you start, since requirements vary with the structure and the people involved.
Process
Notice
The special notice is received and sent to the director.
Meeting
A general meeting is convened and held.
Filing
Form DIR-12 is filed within 30 days.
What KNAP Advisory handles
- Procedural advice
- Notices and resolutions
- DIR-12 filing
Frequently asked questions
Can the board remove a director?
No. Under the Companies Act, 2013, a director is removed by the shareholders through an ordinary resolution, not by the board.