The removal of a director may be initiated due to various reasons, including non-performance, breach of duties, or shareholder dissatisfaction. The process must align with the provisions of the Companies Act, 2013, to avoid disputes or regulatory penalties.

• Section 169 of the Companies Act, 2013, outlines the procedure for removing a director before the expiry of their tenure.
• A director cannot be removed if appointed by the National Company Law Tribunal (NCLT) or in cases covered by specific agreements.

• Breach of fiduciary duties or misconduct.
• Conflict of interest or breach of statutory obligations.
• Underperformance or failure to contribute to the company’s objectives.

• Convene a board meeting to discuss the proposal for removal.
• Issue notice to the director and shareholders regarding the general meeting.
• Conduct a general meeting and pass an ordinary resolution for removal.
• File Form DIR-12 with the ROC within 30 days.

• Step 1: Convene a board meeting to approve the proposal and call an Extraordinary General Meeting (EGM).
• Step 2: Send a special notice to the director to be removed and to shareholders.
• Step 3: Conduct the EGM, allowing the director to present their case if they wish.
• Step 4: Pass an ordinary resolution in the meeting and document the minutes.
• Step 5: File Form DIR-12 with the ROC, attaching the resolution and meeting minutes.

• Non-compliance may lead to disputes with the removed director.
• Failure to file Form DIR-12 can result in penalties under Section 172 of the Companies Act.
• Persistent non-compliance could damage the company’s reputation and invite regulatory action.

• Board resolution proposing the removal.
• Special notice to the director and shareholders.
• Ordinary resolution passed in the general meeting.
• Minutes of the general meeting.

• Ensures a legally valid process, minimizing disputes.
• Maintains transparency with shareholders and regulators.
• Upholds corporate governance standards.

• File Form DIR-12 with the ROC within 30 days of passing the resolution.
• Ensure statutory registers, such as the Register of Directors, are updated promptly.

• Form DIR-12 Filing Fee: Rs. 1,500 + ROC fees based on company size.
• Additional Costs: Professional fees for drafting notices and resolutions.
• Estimated Total Cost: Rs. 3,000 to Rs. 5,000, depending on company requirements.