In case any of the Director of the Company not resigning on his own and not co-operating with the Company or causing hindrances in day to day business of the Company, the Company may remove such Director for smooth operations of the Company. Section 169 of the Companies Act, 2013 states that a Director may be removed by passing an Ordinary Resolution by the shareholders of the Company after giving him a reasonable opportunity of being heard.
A special notice under section 115 of the Companies Act, 2013, with the intention of removing a director by members holding not less than one percent of total voting power or holding shares on which an aggregate sum of not more than five lakh rupees has been paid up as on the date of the notice has to be passed at least before 14 days before the concerned meeting at which it has to moved excluding the day on which the notice is served and the day of the meeting.
The Company shall immediately; after it has received the notice, will call a Board Meeting by giving seven days’ notice to all the Directors. In the Board Meeting, pass a resolution for removal of Director and decide the day, time and venue to hold general meeting for approval of Shareholders to remove the Director.
On receipt of notice of resolution to remove a Director, the Company shall send a copy to the concerned Director.Ifthe Director concerned makes a representation in writing to the Company and requests its intimation to members of the Company, the company shall, if the time permits it to do so,-
(a) in any notice of the resolution given to members of the Company, state the fact of the representation having been made; and
(b) send a copy of the representation to every member of the Company to whom notice of the meeting is sent (whether before or after receipt of the representation by the Company), and if a copy of the representation is not sent as aforesaid due to insufficient time or for the Company’s default, the Director may without prejudice to his right to be heard orally require that the representation shall be read out at the meeting.
Issue clear 21 days’ notice of Extraordinary General Meeting to all the Directors, Members and statutory Directors of the Companyin accordance with the provisions of Section 101 of the Companies Act, 2013 detailing the reasons for removal of Director of the Company.
Hold the Extraordinary General Meeting to take shareholders’ approval for removal of Director by way of passing anOrdinary Resolution under Section 169 of the Companies Act, 2013.
After passing the resolution, the Company shall file the resolution passed with the concerned Registrar in Form DIR-12 along with prescribed fee within 30 days of passing such resolution.
Attachments with Form DIR-12
- Certified copy of the Ordinary Resolution along with the explanatory statement
- Proof of dispatch of notice of Board Meeting and General Meeting with track report
- Certified True Copy of Minutes of EoGM
- Notice of Extra ordinary General Meeting
- Copy of Special Notice and requisition made for calling EGM
- In case the EOGM is held at a shorter notice, then the consent as received from the shareholders.
The Registrar will examine the documents filed and after ensuring that all the requirements have been fulfilled remove the Director from MCA records and update the signatory details accordingly.
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