Removing a director in an Indian company can offer several benefits, particularly if the director is not aligned with the company’s goals or is underperforming. It can lead to improved decision-making, especially if the director was causing delays or conflicts within the board. Removing a director can also enhance governance by bringing in fresh perspectives and expertise that better align with the company’s strategic direction. Additionally, it can help restore shareholder confidence if the director’s actions were negatively impacting the company’s reputation or financial health.

In India, several documents are required to remove a director from a company. Here’s a list of key documents typically needed

• Special Notice : A special notice of the intention to remove the director, as required under Section 169 of the Companies Act, 2013.
• Board Resolution : The resolution passed by the board of directors to call for an Extraordinary General Meeting (EGM) or include the removal proposal in the Annual General Meeting (AGM).
• Notice of General Meeting : The notice sent to shareholders, informing them of the EGM or AGM where the removal of the director will be discussed and voted upon.
• Minutes of the Meeting : The minutes of the board meeting and the general meeting where the decision to remove the director was discussed and voted upon.
• Form DIR-12 : The prescribed form (DIR-12) that needs to be filed with the Registrar of Companies (RoC) within 30 days of passing the resolution for the removal of the director.
• Director’s Representation : Any written representation made by the director being removed, if they choose to present their case to the shareholders.
• Updated Register of Directors : The company’s register of directors, key managerial personnel, and any changes to be updated following the removal.
• Evidence of Notice Delivery : Proof that the special notice and the general meeting notice were properly served to the director and shareholders.
• Shareholders’ Resolution : The certified copy of the shareholders' resolution approving the removal of the director.

These documents ensure that the process is compliant with the legal requirements under the Companies Act, 2013, and help prevent future legal challenges.

At SS Auditors and Taxes Co., we provide comprehensive support for the removal of a director in a company, ensuring that the process is smooth, compliant, and legally sound. Our services include:

• Legal Advisory : We offer expert legal advice on the grounds and implications of removing a director, ensuring that your decision is compliant with the Companies Act, 2013, and any relevant corporate governance guidelines.
• Documentation Support : We assist in drafting and reviewing all necessary documents, including the special notice, board resolutions, and meeting minutes, ensuring that they meet all legal and procedural requirements.
• Compliance Assistance : Our team helps in filing the required forms, such as Form DIR-12, with the Registrar of Companies (RoC), and ensures that all filings are done within the stipulated time frame to avoid penalties.
• Board and Shareholder Coordination : We facilitate communication and coordination between the board of directors and shareholders, helping to organise and manage meetings, including drafting and sending out meeting notices.
• Representation and Mediation : If the director being removed chooses to contest the decision, we provide mediation services and help represent your interests during negotiations or potential legal proceedings.
• Post-Removal Support : After the removal process is complete, we assist in updating the company’s statutory records, including the register of directors and key managerial personnel, and provide guidance on any further corporate restructuring if needed.
• Risk Management : We evaluate potential risks associated with the removal, such as claims of wrongful termination or reputational damage, and advise on strategies to mitigate these risks.

With SS Auditors and Taxes Co., you can trust that every step of the director removal process will be handled professionally and in full compliance with the law, allowing you to focus on your company’s strategic goals.