A company has the authority to remove a director before the period of his retirement from the office, except the director appointed by the National Company Law Tribunal under section 242. The removal of the director before the expiry period is done after giving him a reasonable opportunity of being heard after passing the ordinary Resolution.

Process for Removing a Director

The following are the steps for Removal of Director,

A Company is empowered to remove a Director by passing an Ordinary Resolution,

Step 1: Call for a Board Meeting, by giving seven days’ notice to all the directors and A special notice should be given to the directors informing them about the removal of the director.

Step 2: A resolution for an Extraordinary general meeting to be held along with the Resolution for the removal of the director with the approval of the shareholders must be passed on the Board Meeting.

Step 3: On giving 21 days clear notice, the General meeting must be held, and the members of the company must be given the right to vote for the uphold matter and if the majority vote is on the favour of the decision, A resolution should be passed regarding the decision.

Step 4: An opportunity must be given to the Director decided to be removed before passing the Resolution.

Step 5: Once the Resolution Passed, The Forms DIR-11 and DIR-12 must be filed along with the documents of the Ordinary Resolution and the Board Resolution.

Step 6: Once the approval of the forms the name of the director will be stricken off from the MCA