How to remove a Director from a Company
According to Section 169, a company may, by ordinary resolution, remove a director, not being a director appointed by the Tribunal under section 242, before the expiry of the period of his office after giving him a reasonable opportunity of being heard. The provision relating to removal shall not apply where the company has availed itself of the option to appoint not less than two – thirds of the total number of directors according to the principle of proportional representation.
Procedure for Removal of Director
The following procedure is required to be adopted for removal of a director:
- A special notice from a member of the company proposing an ordinary resolution for removing the director is necessary.
- Send forthwith a copy of the special notice to the director proposed to be removed.
- Decide to call a general meeting through the Board resolution.
- Issue notice of the general meeting in writing at least twenty-one clear days before the date of the meeting informing about the special notice and proposing the ordinary resolution for removal.
- In the notice of the meeting, state the facts of the representation made by the director concerned and also send a copy of the representation to every member of the company to whom notice of the meeting is sent (whether before or after the receipt of the representations by the company).
- If the representation is received too late and it could not be sent to the members, the director concerned may require that the representation shall be read out at the meeting. The director concerned has also the right of being heard at the meeting.
- However, the National Company Law Tribunal on an application of the company or any other person who claims to be aggrieved, on having satisfied, may dispense with the procedure of sending a copy of representation and reading thereof at the meeting if it is being used to secure needless publicity for defamatory matter.
- In case of listed company, send notice of the general meeting to the stock exchange(s) within 24 hours of the occurrence of the event where the company is listed [Refer regulation 30(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015].
- Hold the general meeting and pass the proposed resolution by ordinary resolution.
- In case of listed company, forward a copy of the proceedings of the meeting within 24 hours of the occurrence of the event to the stock exchange(s) where the company is listed.
- Ensure that said Form is digitally signed by managing director or manager or secretary of the company and also certified by a Company Secretary or Chartered accountant or Cost accountant in Whole time practice by digitally signing it.
- The company has to file particulars of director in Form DIR – 12 with the Registrar of Companies within thirty days of the removal after paying the requisite fee electronically.
For the purpose of filing Form DIR – 12, the following attachments are required: (a) Letter of appointment
(b) Declaration by the first director
(c) Declaration of the appointee Director ,in Form DIR-2; (d) Notice of resignation;
(e) Evidence of Cessation; (f) Interest in other entities;
- The particulars of the director and other aspects of the director have to be entered by the company in the registers maintained under Sections 170 and 189.
- After appointment the director concerned has to inform other companies in which he is director about his appointment.
- Give a general public notice in newspaper regarding removal of the director if it is so warranted for the protection of the company and benefit of the general public.