Removal of Director
Requirements for Removal of Director
E-Tax Service Offerings:
Our Procedure for Removal of Director
- Special notice is required to remove a director
- Company must have a valid ground for removal of director
- Vacancy created on removal of director must be filled in by appointment of another director
E-Tax Service Offerings:
- Preparation of necessary documents like special notice of removal, appointment letter, written consent, interest declaration and disqualification intimation
- Drafting of documents required to call and hold the required meetings like notice of meetings, certified true copy of resolutions and minutes
- Filing of ROC forms DIR-12, MGT-14 along with uploading of necessary attachments
Our Procedure for Removal of Director
- Special notice must be served by the members of company at least 14 days before the date of meeting at which the resolution for removal of director or appointment of someone in place of director so removed, is to be passed
- On receipt of notice, disclose the special notice to all the members via notification or advertisement
- For listed companies, also disclose the special notice to the stock exchange within 24 hours and post the same on the company’s website within 2 working days from the receipt of notice
- Send copy of such notice to the concerned director
- Issue notice to all the directors of company for calling the board meeting
- Hold the meeting of Board of Directors and pass the following Board Resolutions:
- To remove the director subject to the approval of shareholders in general meeting;
- To propose a new director in place of director so removed;
- To approve notice of general meeting along with explanatory statement;
- To fix day, date, time and venue for holding general meeting;
- To authorize the director or company secretary to do such acts, deeds and things as may be necessary to give effect to the Board’s decision
- Prepare and circulate the minutes of board meeting within 15 days from the conclusion of the board meeting
- Send notice of general meeting along with explanatory statement to those who are entitled to receive notice like directors, members, auditors and others
- Obtain shareholders’ consent by passing ordinary resolutions for approval of new appointment and removal of director or special resolution for removal of independent director
- For listed companies, disclose the proceedings of general meeting to the stock exchange within 24 hours and post the same on the company’s website within 2 working days from conclusion of general meeting
- For listed companies, submit the details of the voting results to the stock exchange and post the same on the company’s website within 48 hours from the conclusion of the general meeting
- Prepare the minutes of general meeting within 15 days from the conclusion of the board meeting
- Issue letter of appointment to the director of the Company describing the terms and conditions of appointment.
- Obtain from the proposed director a declaration for interest in other entities in MBP-1, consent to act as director in DIR-2 and intimation about his disqualifications in DIR-8
- Within 30 days of passing the ordinary resolutions, file form DIR-12 for removal and appointment of director with registrar along with certified true copy of resolutions, copy of special notice, letter of appointment, MBP-1, DIR-2, DIR-8 and other necessary attachments
- In case of removal of Independent Director, file Form MGT-14 with the registrar within 30 days of passing the special resolution along with certified true copy of special resolution, explanatory statement, copy of notice of general meeting and other annexures