Remove a Director in Company

In most of the cases, the power to remove the director of a company remains in the hands of shareholders. It is most commonly known that the directors are answerable to shareholders. As per the Companies Act, 2013, shareholders have the power to remove any director before the end of his tenure, except any director appointed by Tribunal for prevention of oppression and mismanagement u/s 242 and a director appointed under principle of proportional representation u/s 163.

Right to remove a director is legal for shareholders:

According to the Section 168 and Chapter 7 of Companies Act, 2013, it is completely legal for shareholders to remove a director in the general meeting through ordinary resolution. This legal permission can’t be snatched or taken away by MOA, AOA or any other documents or agreement.

Procedure for the removal of director:

1. A special notice (as per section 115 of the act) of the objective to pass a resolution for the removal of director be furnished by number of members to the company at least 14 days before the meeting in which it needs to be presented.

2. The company shall, notify its members about the resolution in the same manner as it notifies about the meeting.

3. If it is not feasible for the company to notify all of its members, it can choose to give an advertisement in the newspaper not less than 7 days prior the meeting.

4. The company must provide intimation to the respective director of the proposed resolution by forwarding a copy of the special notice received by it, forthwith on receipt thereof. The director shall have the right to be heard on the resolution at the meeting.

5. The director, who is sought to be removed, can make a representation in writing against his removal and request the company to notify it to the company members. If the director requests the company to notify the members of the company his representation against his removal and the representation is of reasonable length and it has been received not too late, the company must

• Mention in the notice of the resolution to be moved at the annual general meeting, the fact of the representation having been received;
• Forward a copy of the representation to every member along with the notice of the meeting if the representation has been received before sending the notice of the meeting or separately if the representation has been received after sending the notice of the meeting.

If the representation could not be sent to the members because it was received too late or because the company made a default in sending it, the company must read out the representation at the annual general meeting, if the director requires it to do so. In addition, director can make oral representation at the annual general meeting.

6. Hold and convene a General meeting to discuss besides others the following matters: To pass a [Ordinary resolution] for the removal of director.

7.  In case of listed companies, file a copy of the proceeding of the general meeting in the Stock exchange (s) where the securities of the company are listed.

8. File e-form no. DIR-12 with the Registrar of Companies within 30 days of passing the resolution with following attachments:

• CTC of Special Notice received from shareholders
• POD of Special Notice to director concerned
• Notice of EGM to other shareholders
• CTC of Ordinary Resolution passed at EGM

9. Pay the requisite fees, as prescribed by the Companies (Registration Offices and Fees) Rules, 2014.