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We, at K M Gatecha & Co LLP, provide Resignation or removal of director Services along with numerous other services such as accounting services, audit services, company registration services, GST filing, returns and refund services, Income Tax returns preparation and filing services to our clients in an efficient and hassle-free manner. We also believe in providing our clients with the complete knowledge about the service that they are looking to avail.
Resignation or Removal of director services
Resignation or Removal of director services
Services provided for Resignation or Removal of director at K M Gatecha & Co LLP:
- Digital signature services,
- Evaluation of cause of resignation or removal of director,
- Planning course of action,
- Collection or preparation of documents,
- Processing or uploading documents,
- Filling and filing forms,
- Replying to queries,
- Completion of procedure.
Documents required for resignation or removal of director:
- Resignation letter or Notice of Removal of director,
- DSC token,
- Board Resolution for resignation or removal of director,
- Relieving letter for director,
- Acknowledgement of filing of Form for change in board of the company,
- Aadhar Card of Director,
- Any other documents required as intimated through e-mail.
- Other documents for removal:
- PAN card,
- Identity proof document,
- Mobile number and email address,
- Notice given to director,
- Proof of dispatch of notice,
- Acknowledgement of form.
Process of resignation of Director:
- Preparing resignation letter of director,
- Submission of letter to the Board of Directors of the company,
- Acceptance of letter and passing of resolution by board of directors,
- Filing of form DIR-11 with ROC,
- Filing form DIR-12 for change in board of directors of the company.
Process of Removal of Director:
- Issuance of Notice of Removal to the director,
- Notice of removal to be sent to members for approval during board meeting:
- The notice should be served at least a week before the board meeting.
- Representation by director against the notice,
- Appeal to the Tribunal if applicable,
- Passing of board resolution,
- Filling and filing of for DIR-11 and DIR-12,
- Removal of director.
Reasons for Removal or Resignation of Director:
- Dispute with board,
- Misuse of company resources,
- Violation, default, or non-adherence on director’s end,
- Recession of Nomination (if Director is appointed as a nominee for a particular transaction),
- If any criminal background is discovered or any criminal case is filed against director,
- Overdue returns which have not been filed by the director,
- Director is absent in three consecutive board meetings,
- Removal of director by stock/stakeholders,
Salient features related to removal of director in different sections under Companies Act 2013:
- Section 169(1):
- General resolution is required,
- Director appointed by tribunal cannot be removed under section 169(1),
- Reappointed director must be removed by special resolution,
- Director cannot be removed if appointed under section 163 (principle of proportional representation).
- Section 169 (2):
- Special resolution is required to remove a director or to replace a director.
- Section 169(3):
- Special notice along with intention of removal is to be sent to director,
- Opportunity of presentation by director must be provided to the director.
- Section 169(4):
- Director must provide in writing to the company for representation and request to notify the members must be made,
- If tribunal is satisfied then the representation shall not be read out at the meeting.
- Section 169(5):
- The vacancy created due to removal of direction can be filled in same meeting if Special Notic is given under section 169(2):
- Section 169(7):
- The same director (who is removed) cannot be reappointed to fill casual vacancy.
- Section 169(8):
- The director removed is entitled to payment as per the terms of contract or employment,
- Director can be removed under any additional provisions of this act.
- Rule 79 of NCLT rules 2016:
- Any director can make an appeal to the Tribunal by filing Form NCLT-1.
- DIR 12 needs to be filed within 30 days from the date of resignation otherwise penalties will be applied on the Company.
FAQS on Resignation or Removal of director services
Special Notices under section 115 of Companies Act,2013 must be issued for removal of director.
The Companies Act,2006 give the power of removal of director for any reason to the shareholders (majority vote is required in favour of removal).
Under Section 168(1) an ordinary resolution is required to remove a director.
When a director is appointed by the Tribunal or Central government, then the director cannot be removed.
It takes 3 to 4 working days to completed the procedure of removal or resignation of director.