Format of Board Resolution for Removal of Director

Director can be removed by the shareholders of the company provided it should adhere to the provisions of Companies Act, 2013. As we all know that directors are always answerable to shareholders of the company. Being the owners of the company, it is not possible for the shareholders to handle the business routine and thus here depicts the role of directors of the company. Format of board resolution for removal of director is prescribed in the provisions Companies (Appointment and Qualification of Directors) Fifth Amendment rules, 2019. Shareholders can remove the director any time before the expiry of his tenure except any director which is appointed by the tribunal or any court of law. Download Board resolution for removal of director from company

---

Is it a legal Right of shareholders to remove a director?

Absolutely. Shareholders have a legal right to remove director of the company in general meeting by passing Ordinary Resolution as per Sec 169, chapter 7 of the Companies Act, 2013. This legal right cannot be hampered by MOA and AOA of the company.

Removal of director under section 169

Sec 169 of the Companies Act, 2013 prescribes in detail the various provisions for removal of director of the company.

---

Conditions for Removal of Director from company 

As per the provisions of sec 167 of the Companies Act, 2013-

1.If a director fails to attend board meeting for a continuous period of 12 months even after giving proper and timely notices, then he may need to vacant the office.

2.If the concerned director enters into a contract or arrangement against the provision of section 184, then that director is convicted by the court and can be sentenced to imprisonment for not less than six months.

---

Procedure for Removal of Director of the Company

To remove director, company needs to follow simple steps as explained beneath-

Step 1	Issue Special Notice as per sec 115 of the companies Act, 2013
Step 2	Send intimation to the concerned director intended to be removed
Step 3	Proposed director can make a representation in writing against his removal
Step 4	Hold General Meeting to discuss the matter
Step 5	File e-form DIR-12 with Registrar within 30 days from the date of passing of resolution Attachments: –          CTC copy of Special Notice –          Notice of EOGM/AGM –          CTC of Ordinary Resolution –          Any other optional attachment

---

Format of Board Resolution for Removal of Director

CERTIFIED COPY OF THE RESOLUTION PASSED AT THE BOARD OF DIRCETORS MEETING OF ……………………………………….. PRIVATE LIMITED HELD ON ………………………………………… AT THE REGISTERED OFFICE OF THE COMPANY AT ………………………………………………………………………. AT 11.00 A.M AND CONCLUDED AT 11:30 A.M

 

RESOLUTION FOR CALLING EXTRA ORDINARY GENERAL MEETING FOR REMOVAL OF MR …………………………………………………

“RESOLVED THAT an Extra Ordinary General Meeting be conveyed on requisition of Shareholders U/S 100 and other provisions if any of the Companies Act, 2013 on ……………………(Day and Date) at (Time) at (Registered Office) to transact business specified in the Notice along with Explanatory Statements placed before the board and the director (Name of the Director) is hereby authorized to do all incidental and necessary acts for convening and holding the Extraordinary General Meeting of the Company.”

 

FOR AND ON BEHALF OF

………………………………….. PRIVATE LIMITED

 

 

 

 

Name of Shareholder (Cum Director)

No.1……………………

Folio No.

DIN:

 

Name of Shareholder (Cum Director)

No. 2.………………….

Folio No.

Director

DIN:

 

 

Date:

Place:

---

Format Ordinary Resolution for Removal of Director

CERTIFIED COPY OF THE RESOLUTION PASSED AT THE EXTRA ORDINARY GENERAL MEETING OF……..……………………………………….. PRIVATE LIMITED HELD ON ………………………………………… AT THE REGISTERED OFFICE OF THE COMPANY AT ………………………………………………………………………. AT 11.00 A.M AND CONCLUDED AT 11:30 A.M

 

EXTRA ORDINARY GENERAL MEETING FOR REMOVAL OF MR……………………………

 

“RESOLVED THAT pursuant to the provisions of Section 169 and other applicable provisions, if any, of the Companies Act, 2013, and Rules made there under, Mr……………………….(DIN…………) be and is hereby removed from his office as the director of the company with immediate effect”

 

FOR AND ON BEHALF OF

………………………………….. PRIVATE LIMITED

 

 

 

 

Name of Shareholder (Cum Director)

No.1……………………

Folio No.

DIN:

 

Name of Shareholder (Cum Director)

No. 2.………………….

Folio No.

Director

DIN:

 

 

Date:

Place:

---

Format of Special Notice for Removal of Director

NOTICE

Notice is hereby given that an Extra-Ordinary General Meeting of …………………………………….Private Limited (on the requisition of Mr……………………….along with Mr.……………………………………….) will be held on ……………………, the…………………………………………… at 9:00 AM at ……………………………………………………to transact the following business:

 

SPECIAL BUSINESS:

Item No. 1

REMOVAL OF DIRECTOR – Mr…………………………….

 

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

 

“RESOLVED THAT pursuant to the provisions of Section 169 and other applicable provisions, if any, of the

Companies Act, 2013, and Rules made there under, Mr. ………………………………………. (DIN……………..) be and is hereby removed from his office as the director of the company with immediate effect”

 

Explanatory Statement pursuant to Section 102 of the company Act, 2013 is annexed below

 

FOR AND ON BEHALF OF

……………………………. PRIVATE LIMITED

 

 

Name of Shareholder (Cum Director)

No.1……………………

Folio No.

DIN:

 

Name of Shareholder (Cum Director)

No. 2.………………….

Folio No.

Director

DIN:

Date:

Place:

 

NOTES:

1. Member Entitled To Attend And Vote Is Entitled To Appoint A Proxy To Attend And Vote Instead Of Himself And The Proxy Need Not Be A Member Of The Company.

2. Proxies In Order To Be Effective Must Be Lodged With The Company At Its Registered Office At Least 48 Hours Before The Time Appointed For The Meeting.

3.Explanatory Statement To Be Annexed To Notice Pursuant To Section 102 (1) Of The Companies Act, 2013, In Respect Of The Above Resolution Is Enclosed

4. Route Map Is Also Annexed WITH THE NOTICE

---

EXPLANATORY STATEMENT AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013

ITEM 1.

The shareholders of the company hereby mutually decides to remove Mr …………………………………. from directorship of the Company due to non-active contribution in the regular affairs of the business.

 

Further the special notice on this effect is already being issued.

&nbsip;

FOR AND ON BEHALF OF

…………………………………………. PRIVATE LIMITED

 

 

Name of Shareholder (Cum Director)

No.1……………………

Folio No.

DIN:

 

Name of Shareholder (Cum Director)

No. 2.………………….

Folio No.

Director

DIN:

---