Director Addition Or Removal Process
Every private company must have at least two directors, and every publicly traded firm must always have at least three directors. Let's examine three scenarios that could occur when a director is terminated:
To Remove a Director Suo-Moto by the Board
Given that the Director was not chosen by the Central Government or the Tribunal, the Company has the ability to dismiss the Director by passing an Ordinary Resolution.
All directors will be given seven days' notice before any board meetings are convened. The directors will get a specific notice advising them of the director's dismissal.
A resolution to call an extraordinary general meeting will be approved on the day of the board meeting together with a resolution to remove the director, subject to shareholder approval.
A general meeting will take place with 21 days' prior written notice. The members will be asked to vote on the issue during the meeting. The resolution will be adopted if the majority agrees with the choice.
The director will be given a chance to be heard before the resolution is passed.
The same process will be followed following the resolution's passage, and the forms DIR-11 and DIR-12 will be filed with the same attachments as the Board Resolution.
The director's name will be removed from the Ministry of Corporate Affairs website following the submission of the forms.
In Case the Director Does not Attend 3 Board Meetings in a Row
According to section 167 of the 2013 Companies Act, a Director is deemed to have resigned from the position and a Form DIR-12 is filed on his name, and his name is removed from the Ministry of Corporate Affairs, if he misses a board meeting for a period of 12 months, beginning on the day he missed the first board meeting, even after giving due notice for all meetings.
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