Removal of Director in India
The removal of a director is a significant corporate action that must be carried out strictly in accordance with the Companies Act, 2013. A company may remove a director due to non-performance, misconduct, resignation disputes, restructuring, or changes in management strategy.
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Statutory Director Removal.
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What Is Removal of Director?
Removal of director refers to the legal process by which a company terminates the position of a director before the expiry of their term, following due process under company law.
A director can be removed either by:
• Shareholders through an ordinary resolution, or
• The director himself/herself through resignation (handled separately)
This page focuses on statutory removal by the company.
**Legal Provisions for Removal of Director**
The removal of a director is governed by:
• Section 169 of the Companies Act, 2013
• Companies (Management and Administration) Rules, 2014
As per the law, a director may be removed by passing an ordinary resolution at a general meeting, after providing special notice.
**Who Cannot Be Removed Under Section 169?**
The following directors cannot be removed under this section:
• Directors appointed by the National Company Law Tribunal (NCLT)
• Directors appointed under the principle of proportional representation
Reasons & Timeline
Common Reasons for Removal
- Non-attendance in board meetings
- Breach of fiduciary duties
- Misconduct or violation of company policies
- Loss of confidence by shareholders
- Conflict of interest
- Strategic restructuring or management changes
Timeframe
- The entire process is usually completed within 5 to 7 working days, subject to documentation and MCA processing time.
Procedure for Removal of Director
Special Notice
Shareholders holding >=1% voting power or ₹5 Lakh shares issue special notice.
Board Meeting
Convene meeting, take note of notice, decide GM date, issue notice.
Opportunity of Being Heard
The concerned director must be given a reasonable opportunity to present their explanation.
General Meeting & Resolution
An ordinary resolution is passed by shareholders for removal of the director.
Filing Form DIR-12
Filed with Registrar of Companies within 30 days of passing resolution.
Required Documents
Details & Forms
- Special notice from shareholders
- Board resolution
- Ordinary resolution passed in General Meeting
- Minutes of Board Meeting and General Meeting
- Form DIR-12
- Identity proof of the director
- Updated list of directors
Compliance After Removal
- Update statutory registers
- Modify company records and disclosures
- Inform banks, regulators, and stakeholders
- Update MCA master data
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Key Features of a Removal of Director
Statutory Removal
Process under Section 169.
Special Notice
Shareholder requirement met.
Form DIR-12
Mandatory ROC filing.
Legal Hearing
Director's opportunity to be heard.
Record Updates
Statutory register modification.
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