Removal of director under the Companies Act 2013

Last updated: 24 September 2022

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Removing a director under the Companies Act 2013 involves a specific legal procedure. It begins with a special notice from a member proposing an ordinary resolution, which must be sent to the director. The company then calls a general meeting, providing at least twenty-one clear days' notice, informing members of the special notice and the resolution. The director has the right to make a representation, which should be sent to members or read at the meeting if received late. Finally, the resolution is passed at the general meeting, and Form DIR-12 must be filed with the Registrar of Companies within thirty days.

STEPS FOR REMOVAL OF DIRECTORS UNDER COMPANIES ACT, 2013

Remove a Director Under the Companies Act 2013

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.
Decision 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.
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) Notice of resignation;
(b) Evidence of Cessation;
(c) Interest in other entities;

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 particulars of the director and other aspects of the director have accordingly to be modified in the registers maintained under Sections 170 and 189.
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.