Voluntary resignation

Removal of a Director from a company can take place after he submits his resignation to the Board. In this case, the following procedure for removing his name from the register of directors occurs:

1. A company holds a Board Meeting by giving seven days of clear Notice (Clear Notice means 21 days notice excluding the day on which the Notice of Resignation was sent for transmission and communicated).
2. Once the Board meets, they will discuss amongst themselves and determine whether to accept the resignation or not.
3. If the Board admits such resignation, they will pass a Board resolution accepting the Letter of Resignation in the acceptable format.
4. After passing the Board resolution, the outgoing Director makes an application by Form DIR – 11, along with the Board Resolution, Proof of delivery of the resignation letter, and a copy of the resignation letter.
5. A company must file Form DIR – 12 with the Registrar of Companies, along with the Resignation letter and the Board Resolution.
6. After filling all the forms, the Director's name is removed from the company master data on the Ministry of Corporate Affairs (MCA) website.

Suo-moto removal by Board

A company has the authority to remove a Director by passing an Ordinary Resolution, provided that the appointment of such Director was not by the Central Government or the Tribunal.

1. A Board Meeting takes place after giving seven-days notice to all the directors. A special Notice will go to the directors notifying them about the removal of the Director.
2. On the day of the Board Meeting, the Board passes a resolution for the holding of an Extraordinary General Meeting. The directors also pass a Board resolution for removing the Director, subject to shareholder approval.
3. A general meeting occurs after giving 21 days clear notice. The members vote on the matter in this meeting. The Board passes the resolution if the majority is in favor of the decision.
4. Before the passing of the resolution, the Director has the opportunity of being heard.
5. After passing the Board resolution, the same procedure transpires as in the case of voluntary resignation. The Form DIR – 11 and DIR – 12 filed along with the same attachments of the Board Resolution, Ordinary Resolution. 
6. After the filing of the forms, the Director's name is removed from the MCA website.

Absence from Board Meetings

According to Section 167 of the Companies Act, 2013, if a Director is absent from Board Meetings 12 months (3 Board Meetings in a row) from

the day on which he was absent at the first board meeting, even after receiving due notice for all the meetings, it will be deemed that he has vacated the office. Form DIR – 12 is filed on his name and his name is removed from the MCA. 

This Article Does Not Intend To Hurt The Sentiments Of Any Individual Community, Sect, Or Religion Etcetera. This Article Is Based Purely On The Authors Personal Views And Opinions In The Exercise Of The Fundamental Right Guaranteed Under Article 19(1)(A) And Other Related Laws Being Force In India, For The Time Being.