A director can only be removed if he meets any of the disqualification criteria mentioned in the Companies Act, 2013. The shareholders can remove a director before the end of his tenure, except appointment by the Central Government. Post the removal; the company should file DIR-12 with the Registrar of Companies.
Process of Removal
Removal of a director by shareholders
1. Notice of Meeting: A notice is sent to all the shareholders for a board meeting, required to be conducted within a period of seven days from date of issue.
2. Passing of Resolution: A resolution is passed to have a general meeting, and then for the removal of the director, subject to the approval of the shareholders on the day of the meeting.
3. Another meeting: After providing a 21-day notice, a second meeting of shareholders is held to vote on the resolution passed earlier, to move forward with it or not.
4. A chance to be heard: The director who is being removed by the shareholders will be given an opportunity to speak on his/her removal.
5. Form DIR-11 & DIR-12: The shareholders must file Form DIR-11 and Form DIR-12, along with the attachments of the Board Resolution, and an ordinary resolution.
6. Removal of name: Once all the formalities are over, the name of the concerned director is removed from the Ministry of Corporate Affairs (MCA) database, and its website