Director Removal
Removal of a director
A Director in a company may need to resign or the Board may want to remove a Director for a number of reasons. The Director of a Company can resign from the Board by filing a resignation letter with the company and filing the intimation with the ROC. In this article, we look at the procedure for such resignation of Director.
File Form MGT-14 with the ROC within 30 days of passing Special Resolution (for removing an Independent Director, serving his second term) in General Meeting along with fee as specified in the Companies (Registration offices and fees) Rules, 2014 and with the following attachments
a. Certified True Copies of the Special Resolution passed for removing an Independent Director along with Explanatory Statement.
b. Copy of the Notice of meeting sent to members along with all the annexure
c. Copy of Attendance Sheet of General Meeting
d. Any other attachment as may be applicable
Reasons to Remove a Director
A director can be removed for any of the following reasons:
• If they incur any of the disqualifications specified under the Companies Act
• If they absent themselves from board meetings over 12 months
• If they enter into contracts or arrangements against the provisions of Section 184 of the Companies Act
• If they are disqualified by an order of a court or tribunal
• If they are convicted by a court of any offence and sentenced to imprisonment for not less than six months
• If they have not abided by the terms and protocols mentioned in the Companies Act of 2013
• If they have resigned voluntarily from their position.
File Form DIR-12 with ROC
Company shall file Form DIR-12 for cessation of office of the Director or appointment of Director within 30 days of General Meeting along with the following documents
For Cessation of Director
• Certified true copy of Ordinary Resolution / Special Resolution
• Certified true copy of Special Notice.
Liability of Director after resignation
After a Director has tendered his/her resignation and the Board has accepted the resignation, the Director cannot be held liable for liabilities incurred by the company after the date of acceptance of resignation. However, a Director who has resigned shall be liable even after his/her resignation for any offenses which occurred during his/her tenure as Director of the Company.