Removal of Director

Removal of a Director refers to the formal procedure by which a company terminates the appointment of a director from its board. Directors are key decision-makers responsible for governance, strategic planning, and statutory compliance, and their removal must follow strict legal provisions to ensure fairness and regulatory adherence.

The process is governed by Section 169 of the Companies Act, 2013, which outlines the procedure, rights of the director, and obligations of the company. A director can be removed by passing an ordinary resolution in a general meeting of shareholders, subject to prior notice to the director.

Key steps in the removal process include:

• Notice to the Director: The director proposed for removal must receive a special notice of the intention to remove them.

• Shareholders’ Resolution: An ordinary resolution is passed in the general meeting approving the removal.

• Filing with MCA: Submission of Form DIR-12 to update the Ministry of Corporate Affairs (MCA) records.

• Updating Statutory Registers: Register of directors and key managerial personnel must reflect the removal.

The removal process ensures transparency, adherence to corporate governance, and protection of both shareholder and director rights. Proper compliance with statutory provisions prevents legal disputes and maintains the company’s operational integrity.

In conclusion, the Removal of Director is a critical corporate procedure that maintains good governance, ensures compliance with the Companies Act, and allows the company to restructure its board effectively.