Procedure for removal of Director in Private Limited Company

If the Director was not chosen by the Central Government or the Tribunal, the Company has the ability to remove him or her by adopting an Ordinary Resolution.

A Board Meeting will be convened by providing each of the Directors seven days’ notice.

At any one moment, a private business must have at least two directors, and a public corporation must have at least three directors.

PROCEDURE OF REMOVAL OF DIRECTOR IN CERTAIN CASES

1. Where the Director Himself Gives his Resignation

• The board accepts the resignation of the concerned director. In this situation, the actions to remove his name from the board of directors will be taken:
• The firm will call a Board Meeting after seven days of clear notice (clear notice meaning 21 days omitting the day the notice was submitted and received). • At the meeting, the Board will debate the resignation and determine whether or not to accept it.

• Once the Board accepts the director’s resignation, they will adopt a Board resolution to that effect.
• After the resolution has been passed, the exiting director must file form DIR – 11 together with the Board Resolution, Proof of Delivery of the Resignation Letter, and a copy of the Resignation Letter.
• While the director is responsible for filing DIR – 11, the business is responsible for filing DIR – 12, which must be submitted with the Registrar of Companies together with the Resignation letter and the Board Resolution.
• After completing all paperwork, the director’s name will be deleted from the company’s master data at the Ministry of Corporate Affairs.

2. To Remove a Director Suo-moto by the Board

• If a Director was not nominated by the Central Government or the Tribunal, the Company has the ability to dismiss him or her by passing an Ordinary Resolution.
• All directors will be given seven days’ notice before a Board Meeting is scheduled. The directors will get a specific notice advising them of the director’s dismissal.
• • On the day of the Board Meeting, a resolution will be approved calling for an extraordinary general meeting, as well as a resolution to remove the director subject to shareholder approval.
• A general meeting will be conducted after a 21-day notice period. The members will be asked to vote on the issue during the meeting. The resolution will be passed if the majority agrees with the choice.
• Before the passing of the resolution, an opportunity of being heard will be given to the director.
• After the resolution is passed, the same procedure will be followed, and the forms DIR – 11 and DIR – 12 will be filed with the same attachments as the Board Resolution and Ordinary Resolution.
• After the forms are filed, the director’s name will be struck off from the Ministry of Corporate Affairs website.

3. In Case the Director Does not Attend 3 Board Meetings in a Row

According to section 167 of the Companies Act, 2013, if a Director does not attend a Board Meeting for a period of 12 months, beginning on the day he was absent at the first board meeting and after giving due notice for all meetings, it will be assumed that he has vacated the office, and a Form DIR – 12 will be filed in his name, and his name will be removed from the Ministry of Corporate Affairs.