Now Remove a Director at Just Rs.4000* ( Terms & Conditions apply )
A director can be removed due to the following reasons:
He absents himself from all the meeting of the Board of Directors during a period
of twelve months without obtaining leave of absence from the Board.
He becomes disqualified by an order of a court or the Tribunal
Disclose confidential information of the Company to an outsider.
Violation of the policies of the Organization
He incurs Disqualification under section 164.
A Company may remove a Director by passing an Ordinary Resolution, provided he shall not be a Director Appointed under Section 242 (Tribunal) before the expiry of his Term. An Independent director who is re appointed for a second term can be removed only by passing a Special Resolution.
A special notice must be given to the Director, whether or not he is a member and the director must be given an opportunity of being heard. The Director may give a representation in writing to the company which shall be circulated to all the members.
The Representation made shall not be read at a meeting if the Company or any other person is aggrieved by the representation or the Tribunal is satisfied that the rights conferred are being abused to secure needless publicity. The vacancy created by removal of the Director shall be filled in general meeting or the Board Meeting in which he has been removed.
The Director so appointed shall hold the office till the date up to which his predecessor would have held the office. File Form DIR-12 for appointment and resignation of Director within 30 days from passing of the resolution. File Form DIR-11 is also to be filed by the director who has been removed. Once forms are submitted, the name of the director will be removed from the Ministry of Corporate Affairs website.