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REMOVAL OF DIRECTOR

The removal of a director from a company is a formal procedure that generally starts with a board or shareholder resolution citing the reasons for removal, such as misconduct, breach of duty, or failure to perform. The director in question is given an opportunity to respond or defend themselves. Following due process, the board or shareholders vote on the resolution. If the resolution passes, the company formally records the removal and notifies regulatory authorities to update official records. This process ensures that the company's governance standards are upheld and that any issues impacting board effectiveness are addressed promptly.


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Here's a detailed guide to the process: 

Check Articles of Association (AOA): Review the company's Articles of Association to understand any specific provisions regarding the removal of directors.

Convene Board Meeting: Convene a meeting of the Board of Directors to propose the removal of the director. Prepare and circulate the agenda along with necessary documents to the board members in advance of the meeting.

Provide Notice to Director: Provide written notice to the director proposed for removal, informing them of the intention to consider their removal at the upcoming board meeting. Ensure compliance with the notice period as specified in the company's AOA or applicable regulations.

Hold Board Meeting: During the board meeting, discuss the reasons for the proposed removal of the director. Pass a resolution for the removal of the director by a simple majority vote of the directors present and voting. Ensure compliance with quorum requirements as per the company's AOA or applicable regulations.

Serve Notice of Removal: Provide written notice of the board's resolution for the removal of the director to the concerned director within 30 days of the resolution. The notice should specify the date of the board meeting, the resolution for removal, and the effective date of removal.

File Form DIR-12: Within 30 days of the resolution for removal, file Form DIR-12 with the Registrar of Companies (RoC) to intimate them about the removal of the director. Attach the necessary documents, including the board resolution for removal and the notice served to the director. Pay the prescribed filing fee.

Update Register of Directors: Update the Register of Directors maintained by the company to reflect the removal of the director. Ensure compliance with the requirements of Section 170 of the Companies Act, 2013, regarding maintenance of registers.

Update Other Records: Update other relevant records and documents, including the Memorandum of Association, Share Certificates, and any agreements or contracts, to reflect the removal of the director.

Compliance with Disclosure Requirements: Ensure compliance with any additional disclosure requirements applicable to the removal of directors, such as those related to related party transactions or conflict of interest.

By following these steps and adhering to the requirements of the Companies Act, 2013, a company can successfully remove a director. It's essential to maintain proper documentation and ensure timely compliance with all legal and regulatory obligations. 


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