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DIRECTOR REMOVE

Director removal under the Companies Act 2013 in India is a process by which a director of a company is removed from their position before the expiration of their term. This can be done for various reasons, such as non-performance, misconduct, violation of company policies, or any other valid reason as per the company’s Articles of Association or the provisions of the Companies Act 2013. With “India’s BEST TAX CONSULTANT.” Connect with our Experts.

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Why Should I Use Auriga Accounting For DIRECTOR REMOVE ?

Auriga Accounting has a team of registration experts who can provide complete guidance to DIRECTOR REMOVE.

book appointment

Our team of experts will get in touch with you and collect all necessary documents and details

Resolve all your queries

We fill out and file your application for registration

Complete your DIRECTOR REMOVE.

Your DIRECTOR REMOVE IS DONE .

OVERVIEW - DIRECTOR REMOVE

Director removal under the Companies Act 2013 in India is a process by which a director of a company is removed from their position before the expiration of their term. This can be done for various reasons, such as non-performance, misconduct, violation of company policies, or any other valid reason as per the company’s Articles of Association or the provisions of the Companies Act 2013.

ELIGIBILITY for DIRECTOR REMOVE.

  • Board of Directors: The board of directors of the company, in a board meeting, can initiate the process to remove a director. A director may be removed by passing a resolution at a board meeting if the Articles of Association of the company grant such authority. Typically, this requires a majority vote of the directors present at the meeting.
  • Shareholders: Shareholders of the company can also remove a director by passing a resolution in a general meeting. This can be done through an ordinary resolution or, if required by the company’s Articles of Association, a special resolution. The specific procedures and majority required for such removal will depend on the company’s Articles and the nature of the directorship.
  • Tribunal (NCLT): In certain cases, the National Company Law Tribunal (NCLT) can also order the removal of a director. This usually happens in cases of oppression and mismanagement, or when the tribunal finds that the director’s actions are prejudicial to the interests of the company or its shareholders.
  • Central Government: In cases where a director has been found to be involved in fraudulent activities or conduct detrimental to the public interest, the Central Government can also initiate the process to disqualify a director.

NOTE – Auriga Accounting Director removal may vary depending on the company’s Articles of Association, the nature of the directorship (e.g., independent director, managing director, etc.), and the reasons for removal. Additionally, the director being removed has the right to be heard and can challenge the removal through legal means if they believe it is unjust.

ADVATNAGES OF DIRECTOR REMOVE.

  • Improved Governance: Removing a director who is not actively contributing to the company’s success or who is engaged in misconduct can lead to improved corporate governance. It allows the company to have a more effective and responsible board of directors.
  • Enhanced Performance: If a director is not performing their duties adequately or is hindering the company’s progress, their removal can create opportunities for more competent individuals to join the board. This can lead to better decision-making and improved company performance.
  • Alignment with Company Objectives: Director removal can help ensure that the board’s composition aligns with the company’s strategic objectives and long-term vision. Removing directors who do not share the company’s goals can help the board work more cohesively towards achieving those objectives.
  • Compliance with Legal and Regulatory Requirements: Director removal can be necessary to comply with legal and regulatory requirements. For example, if a director is disqualified under the Companies Act 2013 or is involved in fraudulent activities, their removal is essential to maintain legal compliance and protect the company’s reputation.
  • Conflict Resolution: In cases where there are disputes or conflicts among directors, the removal of a director can sometimes be a means to resolve these issues and restore harmony within the board.
  • Protection of Shareholder Interests: Removing a director who is acting against the interests of the shareholders can protect the investments and rights of the shareholders. It demonstrates that the company is committed to safeguarding shareholder value.
  • Stakeholder Confidence: The removal of a director for legitimate reasons can boost stakeholder confidence, including investors, employees, customers, and suppliers, as it sends a message that the company takes corporate governance and ethical conduct seriously.
  • Legal Compliance: Director removal ensures compliance with the legal procedures outlined in the Companies Act 2013. It is important to follow the law when making such decisions to avoid potential legal challenges.

Documents for DIRECTOR REMOVE.

  • Board Resolution: A board resolution is typically the first step in initiating the process of director removal. The resolution should be passed during a board meeting, and it should state the intent to remove the director and the reasons for removal.
  • Special Notice: A special notice must be sent to all directors, including the director subject to removal, at least 7 days before the board meeting at which the removal will be considered. The notice should include details of the proposed resolution for removal and the reasons for it.
  • Board Meeting Minutes: Detailed minutes of the board meeting at which the resolution for director removal was passed should be maintained. These minutes should accurately record the discussions and decisions made during the meeting.
  • Shareholder Approval (if required): If the company’s Articles of Association or the circumstances require shareholder approval for director removal, you will need to prepare and maintain the minutes of the general meeting where the resolution was passed. This may involve an ordinary resolution or, in some cases, a special resolution, depending on the company’s requirements.
  • Director’s Resignation Letter (if applicable): If the director voluntarily resigns before the removal process is completed, their resignation letter should be obtained and maintained as a document.
  • Director’s Response: If the director being removed chooses to respond to the special notice or the board’s decision, their response should be documented.
  • Registrar of Companies (ROC) Forms: After the director’s removal is approved, the company must file the necessary forms with the Registrar of Companies (ROC). The specific form and requirements may vary depending on the circumstances, but commonly used forms include:
    • Form DIR-12: This form is used for intimating the ROC about changes in the particulars of directors.
    • Form MGT-14: This form is used for filing resolutions and agreements with the ROC.
  • ROC Acknowledgment Receipt: Keep a copy of the acknowledgment receipt from the ROC for the forms filed to confirm the director’s removal.
  • Company’s Articles of Association: Ensure that the company’s Articles of Association are followed throughout the removal process, as they may contain specific provisions and procedures related to director removal.
  • Legal Opinion (optional): In some complex cases or if there is uncertainty about the legality of the removal, it may be advisable to obtain legal advice or an opinion from legal counsel.
  • Other Relevant Documents: Depending on the specific circumstances and reasons for director removal, additional documents, such as evidence of misconduct, may be required to support the decision.

PROCESS OF DIRECTOR REMOVE.

  • Review the Articles of Association: Before proceeding with the removal, review the company’s Articles of Association to understand any specific provisions related to director removal. The Articles may outline the procedures and requirements.
  • Board Meeting – Special Notice: A special notice must be sent to all directors, including the director proposed for removal, at least 7 days before convening a board meeting. The notice should clearly state the intention to remove the director and provide reasons for the removal. The director being removed has the right to be heard at the meeting.
  • Board Meeting – Passing a Resolution: Convene a board meeting to discuss and pass a resolution for the removal of the director. The resolution should be approved by a majority vote of the directors present at the meeting. The director subject to removal cannot vote on their removal.
  • Shareholder Approval (if required): Check the company’s Articles of Association to determine if shareholder approval is required for director removal. If required, convene a general meeting of shareholders and pass a resolution for the director’s removal. The specific majority required will depend on the nature of the directorship and the company’s Articles.
  • Registrar of Companies (ROC) Forms: After obtaining the necessary approvals, file the appropriate forms with the Registrar of Companies (ROC). Commonly used forms include:
    • Form DIR-12: To intimate the ROC about changes in the particulars of directors.
    • Form MGT-14: To file resolutions and agreements with the ROC.
  • ROC Acknowledgment: Keep a copy of the acknowledgment receipt from the ROC as proof of filing.
  • Director’s Removal: Once the ROC acknowledges the filing, the director is considered removed from office.
  • Update Records: Update the company’s records, including the Register of Directors and Key Managerial Personnel, to reflect the director’s removal.
  • Notification to the Director: Notify the director in writing about their removal from the company.
  • Conduct a Replacement Process (if necessary): If the removed director held a specific category of directorship (e.g., independent director) that requires replacement as per the Companies Act or the company’s Articles, initiate the process to appoint a new director in compliance with legal requirements.

COMPLIANCES FOR DIRECTOR REMOVE.

  • Update Board Resolutions: Ensure that the board resolutions passed during the director removal process are accurately recorded in the minutes of the board meeting. These minutes should reflect the discussions and decisions made during the meeting.
  • Shareholder Approval (if required): If the company’s Articles of Association or the circumstances necessitated shareholder approval for director removal, ensure that the minutes of the general meeting where the resolution was passed are accurately recorded.
  • Registrar of Companies (ROC) Filing: The company must file the necessary forms and documents with the Registrar of Companies (ROC) within 30 days of the director’s removal. The specific forms may include:
      • Form DIR-12: To inform the ROC about changes in the particulars of directors. This form is used to update the ROC about the director’s removal.
      • Form MGT-14: To file resolutions and agreements with the ROC. This form should be filed along with the board resolution or shareholder resolution related to the director’s removal.
  • ROC Acknowledgment Receipt: Keep a copy of the acknowledgment receipt from the ROC as proof of filing. This receipt confirms that the ROC has received and accepted the filings related to director removal.
  • Update the Register of Directors: Maintain the Register of Directors and Key Managerial Personnel to reflect the director’s removal. The register should be updated with the correct information regarding the board composition.
  • Notification to the Director: Notify the director in writing about their removal from the company. This communication should be sent promptly after the director’s removal.
  • Compliance with the Company’s Articles: Ensure that the removal process aligns with any specific provisions related to director removal outlined in the company’s Articles of Association.
  • Legal Compliance: Verify that the entire process complies with the Companies Act 2013 and other relevant laws and regulations. Seek legal counsel or corporate governance experts if needed.
  • Additional Documentation (if required): Depending on the specific circumstances and reasons for director removal, additional documentation may be necessary. This could include evidence of misconduct or non-performance.

WHY AURIGA ACCOUNTING ?

  • Compliance and Documentation: Auriga Accounting often have expertise in understanding and navigating the legal and regulatory requirements related to director removal. They can assist in preparing the necessary documentation, such as board resolutions and filings with regulatory authorities like the Registrar of Companies (ROC).
  • Review of Financial Implications: Auriga Accounting Removing a director can have financial implications, especially if it involves the forfeiture of any director’s fees or shareholdings. Accounting firms can provide insights into the financial aspects of director removal and help you understand the impact on the company’s financial statements.
  • Corporate Governance Guidance: Auriga Accounting may offer guidance on corporate governance best practices related to director removal, helping you ensure that the process is conducted in accordance with the law and in a transparent and ethical manner.
  • Audit and Compliance Services: Auriga Accounting If the director’s removal is related to financial misconduct or compliance issues, accounting firms can conduct audits or reviews to assess the situation and provide recommendations for corrective actions.
  • Financial Due Diligence: If the removal of a director is part of a larger corporate transaction, such as a merger or acquisition, accounting firms can assist with financial due diligence to assess the financial health and risks associated with the director’s involvement.
  • Legal and Regulatory Updates: Auriga Accounting typically stay informed about changes in accounting standards, tax regulations, and corporate laws. They can help ensure that your director removal process is in compliance with the latest legal and regulatory requirements.

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