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Removal Of Director

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Removal Of Director

Ensure Smooth Corporate Governance with Compliance

The removal of a director is an important process for maintaining transparency and efficiency in a company’s management. A director may need to be removed due to mismanagement, inactivity, misconduct, conflict of interest, or shareholder decision. The procedure is governed by the Companies Act, 2013, ensuring that removal is done in a legal and structured manner.

Reasons for Removal of a Director

  • Continuous absence from board meetings (for 12 months or more).

  • Non-compliance with provisions of the Companies Act.

  • Conflict of interest affecting company’s decisions.

  • Voluntary resignation or personal inability to continue.

  • Misuse of powers or involvement in fraudulent activities.

  • By shareholder resolution if deemed necessary.

Process for Removal of Director

At India Tax Filing, we make the process hassle-free and compliant:

Step 1: Notice to the Director
A written notice is issued to the director and board members regarding the removal proposal.

Step 2: Board Meeting
The Board of Directors holds a meeting to discuss and pass a resolution for the removal.

Step 3: Shareholder Resolution
An ordinary resolution is passed in a General Meeting (unless removal is due to automatic disqualification under law).

Step 4: Filing with MCA
Form DIR-12 is filed with the Registrar of Companies (RoC) along with the resolution and relevant documents.

Step 5: Updating Records
Company records, registers, and official filings are updated to reflect the director’s removal.

Documents Required

  • Notice of Board Meeting & General Meeting

  • Certified copy of resolution passed

  • Consent / Explanation (if provided) by the director

  • Digital Signature Certificate (DSC) of authorized signatory

  • Form DIR-12 for MCA filing

Cases Where Director Cannot Be Removed

  • If the director has been appointed by the Tribunal under Section 242 of the Companies Act, 2013.

  • If the company is under certain government directives where removal needs higher approval.

Why Choose Us for Director Removal?

  • ✅ Legal Expertise – Ensure compliance with MCA regulations.

  • ✅ Seamless Execution – From drafting notices to filing DIR-12, we handle it all.

  • ✅ Quick Turnaround – Fast processing to avoid compliance delays.

  • ✅ Confidential Handling – Sensitive matters dealt with utmost professionalism.

  • ✅ Affordable & Transparent Pricing – No hidden charges.