Remove Director

Directors can be removed for reasons including failure to attend board meetings for 12 months, disqualification under the Companies Act, unsound mind or insolvency, conviction by court, failure to file annual returns leading to disqualification, or shareholders' decision through ordinary resolution.

Compulsory removal requires convening an Extraordinary General Meeting (EGM) with special notice, allowing the director to present their case, passing an ordinary resolution by shareholders, filing Form DIR-12 within 30 days, and updating statutory registers.

Yes, a director can resign by submitting a resignation letter to the board with a copy to the Registrar. The resignation takes effect from the date specified in the letter or the date of receipt if no date is specified. Form DIR-12 must be filed within 30 days.

Removal is initiated by shareholders against the director's will through a resolution. Resignation is voluntary action by the director. Both require filing Form DIR-12, but removal requires a general meeting and special notice, while resignation only requires board intimation.

A removed director has the right to receive notice of the meeting, be heard before the resolution is passed, claim compensation if removal is in violation of contract terms, and seek legal remedies if removal is illegal or malafide. They also retain rights to dues and benefits accrued.

Removal from office does not absolve a director from liabilities incurred during their tenure. They remain liable for acts done while in office, including statutory violations, fraud, or negligence. Legal proceedings can be initiated against former directors for past actions.

Yes, unless specifically disqualified under the Companies Act, a removed director can be reappointed through proper procedure if shareholders approve. However, if removed for disqualification reasons, they must first clear the disqualification before reappointment.

Disqualified directors (due to non-filing of returns by their companies for 3 consecutive years) are debarred from being appointed or reappointed in any company for 5 years. Their DINs are deactivated and they must comply with requirements to be reactivated.

Form DIR-11 is filed by the director who resigns from a company to intimate their resignation to the Registrar. It includes reasons for resignation and ensures the director's records are updated. However, the company must still file DIR-12 to report the change.

Wrongful removal may result in legal action by the director for reinstatement or damages, the resolution being declared invalid, penalties on the company for non-compliance, and reputational damage. Proper procedure must always be followed to ensure valid removal.