Removal of Director in a Company | Resignation of Director

REMOVAL OF DIRECTOR

A company may, remove a director except the director appointed by National Company Law Tribunal u/s 242, before the expiry of the period of his office after giving him a reasonable opportunity of being heard after passing the ordinary resolution. Provided that nothing contained in this sub-section shall apply where the company has availed itself of the option given to it under section 163 to appoint not less than two thirds of the total number of directors according to the principle of proportional representation. A special notice shall be required of any resolution, to remove a director under this section, or to appoint somebody in place of a director so removed, at the meeting at which he is removed. On receipt of notice of a resolution to remove a director under this section, the company shall forthwith send a copy thereof to the director concerned, and the director, whether or not he is a member of the company, shall be entitled to be heard on the resolution at the meeting.

PROCEDURE FOR CHANGE IN OBJECT CLAUSE

A (Special notice) of the intention to move a resolution for the removal of director be furnished by No. of members (according to requirement of Section- 115 of Companies Act, 2013) to the company at least 14 days before the meeting at which it is to be moved, exclusive of the day on which the notice is served and the day of the meeting. (Section 169)
The company shall, immediately after the notice of the intention to move any such resolution has been received by it, give its members notice of the resolution in the same manner as it gives notice of the meeting.
If is not possible for the company to give notice to all the members, publish by advertisement in the newspaper having an appropriate circulation not less than 7 days before the meeting
The company must give intimation to the concerned director of the intended resolution by sending a copy of the special notice received by it, forthwith on receipt thereof. The director shall have the right to be heard on the resolution at the meeting.
The director, who is sought to be removed, can make a representation in writing against his removal and request the company to notify it to the company's members [section 169]. If the director requests the company to notify the members of the company his representation against his removal and the representation is of reasonable length and it has been received not too late, the company must
Mention in the notice of the resolution to be moved at the annual general meeting, the fact of the representation having been received; and
Send a copy of the representation to every member along with the notice of the meeting if the representation has been received before sending the notice of the meeting or separately if the representation has been received after sending the notice of the meeting.
Hold and convene a General meeting to discuss besides others the following matters: To pass a [Ordinary resolution] for the removal of director and file DIR-12 with RoC for giving effect the same.

Documents Required

PAN CARD/ PASS PORT/DL/VOTER ID/ADHAAR
TELEPHONE BILL/CURRENT BILL/MOBILE BILL
BOARD RESOLUTION
RESIGNATION LETTER FROM THE DIRECTOR