Removal of Directors

Directors of the company are responsible for controlling, managing, and directing the affairs of a company. They play a crucial role in the growth and development of a company. At times, there may be a conflict of opinion between the company and the director or amongst the directors themselves. The shareholders have the ultimate power to remove a director from the company.

A director may voluntarily resign from the Board of Directors, or the shareholders may ask the director to resign due to different reasons such as conflicts, breach of duties, poor performance, disagreement between director and company, etc. If a director refuses to resign, then he may be removed by shareholders from his office as per the procedure prescribed under the Companies Act 2013 and rules thereunder.

• Resignation of Director

A director may resign from his position as a director of a company, by giving proper notice to the company of his intention to resign. Thereafter, the Board shall accept the resignation and file the relevant forms to the Registrar of Companies (ROC).

• Removal of a Director

A director may be removed from the post of Director of a company before his expiry of term by the shareholders. The members/shareholders have to give a special notice and an ordinary resolution shall be passed for removal of a director (special resolution is required in case of removing an Independent Director, serving his second term)

• Death of a Director

A director shall cease to be a director of the company in the event of his death. The company shall file the relevant forms along with the death certificate to the Registrar of Companies (ROC) in order to file cessation.

• Vacation of Office

A director of a company shall be vacated from his office and shall cease to continue as director of a Company if he attracts any of the grounds mentioned under Section 167 of Companies Act 2013.

• Disqualification of a Director

A director of a company shall be disqualified and shall not be eligible for appointment as a director of a company if he attracts any of the grounds mentioned under Section 164 of Companies Act 2013.