Event Based Corporate Filing

REMOVAL OF DIRECTOR:

ABOUT: The removal / Resignation of the director from the board of the company is a crucial matter. There may be various reasons and situations for such removal and resignation.

Here some of them are given below:

• Due to disqualification mentioned in the Company Act.

• Being absent from board meetings over 12 months.

• Due to disqualification by the order of a court/ tribunal.

• Due to conviction by the court with sentenced to imprisonment not less than 6 months.

• Due to infringement of provisions u/s 184 of the company Act. • Voluntarily resignation.

Process in case of Voluntary Resignation:

• Issue a 7 days clear notice for holding a board meeting.

• Resignation shall be under consideration in such meeting.

• In case of acceptance, board members shall pass a resolution to that effect.

• Resigning director needs to file Form DIR-11 in his personal capacity.

• The company needs to file form DIR-12 in its personal capacity along with a resignation letter and board resolution.

• On completing all formalities, the name of the director will be struck out from the master data of ROC.

Process in case of being absent from board meetings over 12 months:

• Being absent from all board meetings over 12 months, with or without seeking leave of absence from the board. Such directors are considered to have vacated their office u/s 167.

• The company needs to file Form DIR-12.

• On completing all formalities, the name of the director will be struck out from the master data of ROC.

Process in case of Removal by the shareholders:

• Issue a 7-day notice to all directors for Board Meeting.

• In such board meetings, the resolution will be passed for general meetings for the removal of the director

. • Issuing a 21-day notice, In the second general meeting board of directors voted on the resolution passed earlier. If the majority favors the decisions, the resolution shall be passed.

• Before passing resolution, an opportunity of being heard is given to the director.

• After passing the resolution, the company needs to file form DIR-12 along with board resolutions and needs to file form DIR-11 by the director.

• On completing all formalities, the name of the director will be struck out from the master data of ROC.

*Note that once the director who was removed from office shall not be re-appointed as a director by the Board of Directors.

** Also note that to remove a director, two-thirds of the consent of members/Special resolution is required to remove an Independent director.

The Company needs to file the above said forms with relevant attachment to the Registrar within thirty (30) days from the passing of the ordinary resolution in general meeting. Making a suitable entry in the statutory registers of the company within time as prescribed under the Companies Act, 2013. If a company contravenes said provisions, the company, and every officer of the company who is in default shall be punishable with a fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.

The exception to Removal of Director:

There is an exception to the removal of a director, i.e., the company cannot remove following persons from the post of directorship:

– A director appointed by the Tribunal. The company has availed itself of the option to appoint not less than two-thirds of the total number of directors according to the principle of proportional representation as per the provision of the Companies Act, 2013.

## There may be complex things that occur during the registration process which is a time-consuming and lengthy process. The legal language of these forms is complex in nature.

The government Portal and its functionality are in itself quite challenging. The support of professionals and experts can save your precious business time. Our team of LAW COMPLIANCES, having expertise in all such kinds of matters, will resolve all problems pertaining to registration & compliances and will save your precious time and Money.

Working Process:

>Choose your Plan and Pay Securely.

> Upload required document

> An expert will be assigned to you for the procedure of submission of the application.

> Our Expert will complete the process required for your work along with the necessary assistance over a call during business hours.

BASIC PLAN:

Assistance in Removal a Director from the board of the company. Removal of director by the resigning director consent, Service Fees: 3999/- excluding government Fees.

STANDARD PLAN:

Assistance in Removal a Director from the board of the company. Removal of a Director from the board of company without resigning director consent, Service Fees: 5499/- excluding government Fees.

ACE PLAN:

Assistance in Removal a Director from the board of the company. Removal of a Director from the board of company without resigning director consent by serving notice, Service Fees: 6499/- excluding government Fees.

Law Compliances can help you in obtaining of Removal a Director in 21-30 working days.

** ** Time taken for Process will depend on the submission of the relevant documents by the client and also approval from the CONCERNED Government authorities.

FREQUENTLY ASKED QUESTIONS (FAQ):

Does a Director get compensation even after his removal?

Even after the Director is removed by the company he is entitled to get the compensation damaged that are payable to him.

Does the director need to sell/ transfer his shares while ending his tenure as director in the company?

No, even after the end of the tenure as director, a person can hold the shares in the company. However, if the shares in the company are subscribed as a condition to appointment as provided by AoA, the shares are also required to be disposed of in the manner provided in AoA.

What is the minimum number of directors, a company should have?

The minimum number of directors required is based on the type of company.

For a one-person company, it is 1,

for a private company it is 2, and

a public company needs to have at least 3 directors.

Who can not be a director of the company?

A person cannot be appointed as a director if they don’t qualify under the AoA, if they are undischarged bankrupt, or if they are restricted by a court order. ***