Removal of Directors by Share Holders & Tribunal (Procedure)

Based on Companies Act 2013, The following article is an detailed explanation of Removal of Directors. Removal of Directors by Share Holders and Removal of Directors by  the National Company Law Tribunal. Power to remove directors has always been bestowed on shareholders, as we all know that at the end of the day, directors are answerable to shareholders.

Removal of Directors by Share Holders & Tribunal (Procedure)

Shareholders can remove any director before the expiry of his tenure, except any director appointed by Tribunal for prevention of oppression and mismanagement u/s 242 and a director appointed under principle of proportional representation u/s 163. Also read our Previous articles on Directors Appointment in casual Vacancy, Appointment of Additional Director  and Appointment of Alternate Director.

Removal of Director by Shareholders

According to Section 169, a company may, by ordinary resolution, remove a director, not being a director appointed by the Tribunal under section 242, before the expiry of the period of his office after giving him a reasonable opportunity of being heard.

The provision relating to removal shall not apply where the company has availed itself of the option to appoint not less than two – thirds of the total number of directors according to the principle of proportional representation.

Procedure for Removal of Director

The following procedure is required to be adopted for removal of a director:

A special notice from a member of the company proposing an ordinary resolution for removing the director is necessary.

Send forthwith a copy of the special notice to the director proposed to be removed.

Decide to call a general meeting through the Board resolution.

Issue notice of the general meeting in writing at least twenty-one clear days before the date of the meeting informing about the special notice and proposing the ordinary resolution for removal.

In the notice of the meeting , state the facts of the representation made by the director concerned and also send a copy of the representation to every member of the company to whom notice of the meeting is sent (whether before or after the receipt of the representations by the company).

If the representation is received too late and it could not be sent to the members, the director concerned may require that the representation shall be read out at the meeting. The director concerned has also the right of being heard at the meeting.

However, the National Company Law Tribunal on an application of the company or any other person who claims to be aggrieved, on having satisfied, may dispense with the procedure of sending a copy of representation and reading thereof at the meeting if it is being used to secure needless publicity for defamatory matter.

In case of listed company, forward three copies of notice of the general meeting to the stock exchange(s) where the company is listed.

Hold the general meeting and pass the proposed resolution by ordinary resolution

In case of listed company, forward a copy of the proceedings of the meeting to the stock exchange(s) where the company is listed.

In case of listed company, notify the change in directors of the company to the stock exchange(s) where the company is listed.

The company has to file particulars of director in Form DIR – 12 with the Registrar of Companies within thirty days of the removal after paying the requisite fee electronically.

Ensure that said Form is digitally signed by managing director or manager or secretary of the company.

In case of listed company, particulars of removal of director should also be given to the stock exchange if the shares of the company are listed.

The particulars of the director and other aspects of the director have to be entered by the company in the registers maintained under Sections 170 and 189.

After appointment the director concerned has to inform other companies in which he is director about his appointment.

Give a general public notice in newspaper regarding removal of the director if it is so warranted for the protection of the company and benefit of the general public.

Removal of Director by the National Company Law Tribunal

Where an application has been made to the National Company Law Tribunal under Section 241 of the Companies Act 2013 for prevention of oppression or mismanagement and the Tribunal has conducted its proceedings on the application, it has the power under Section 242(2)(h) of the Act, to remove any director.