Overview

Each private company must have at least two directors, while a public corporation must have at least three directors. A private company may remove a director if it catches any of the inefficiencies specified under the Act, absenting itself from adherence to the board for more than 12 months. It enters into agreements or arrangements against the provisions of section 184. However, it falls out of order of the court or tribunal or is convicted by the court of an offense and is sentenced to imprisonment for not less than six months.

About the removal of a director

• Shareholders who hold the amount of the share not less than Rs.5,00,000, are less as capital shares paid on the period of notice or less than 1% of the total voting power, a special Can send declaration to company to remove director.
• The shareholders were empowered to fix the date of the meeting. However, special notice shall be sent no earlier than three months from the time of the meeting, although the motion is to be moved at least 14 days before the date of the session.
• Before the meeting of the board of directors, the thoughtful director is given the option of being heard at the meeting. If the items are validated by stockholders and the board of directors, they may terminate the removal director's process after consideration.

Understanding of directors' resignation

• Dispute with the board

  When many directors usually work, a situation of differences can occur. This impedes the overall performance of the corporation; In such a situation, directors may be removed for reasonable reasons

• Abuse in company matters

  When a director becomes acquainted with the company's illegal practices, he may find himself dragged into a case that matches the reason for his resignation. In order to defend the circumstances coming out of such activities, they can be removed for appropriate reasons.

• Reasons for violation Suspension

  Any non-adherence, violation, or defaults on the director’s end can lead him into trouble.

• The recession of nomination

  It is only appropriate to the Nominee directors who primarily get appointed by the NBFC’s investors on the BOD. Once the transaction between the company and entity is complete, the Nominee director can resign, or he may also leave after the removal of nomination.

Eligibility

There is no specified qualification, but a person must comply with the following mentors to be a director: However, by law, a specific natural person can only be a director of any company.

• Age Limit

  There is no alternate age set for being a director, but it is necessary that the person who is competent to enter into any contract should be. Further, in the case of 'Managing Director', 'Full Time' Director, or 'Independent' Director of a recognized company, the person becomes eligible to become a director when he is 21 and does not reach the age of 70 years. Years officially.

• Determination of nationality

  There is no restriction. However, the company should have a minimum of one Indian director.

• Requires DIN

  To be eligible to be named as a director of the company, the person must obtain a director identification number. The main motive behind being a DIN is to ensure that fake directors do not commit any fraud, and if anyone initiates any such criminal activity, they can be traced within this unique number.

• Valid specification limit

  A personality can only be a director of 20 different companies at once. Out of these 20 companies, only ten can be public companies.

Ineligibility

• Un minded or insolvent person

  No one, who is mindless or unable to take decisions on his own, cannot be appointed as a director. It consists of frames with children, mentally disabled persons and unstable mental faculties. In addition, insolvent people or individuals who maintain bankruptcy claims in a court of law are disqualified from acting directors.

• Criminal Background

  If a personality has a criminal record and is sentenced to imprisonment of seven years or more, he can be a director.

• Pending overdue returns

  If a person has not filled previous returns in prior years, he will be barred from holding the position of direction.

Types of director

The directors of a company change in terms of their role, such as the managing director who drives the overall objectives of the company, the executive director who looks after the day-to-day methods, and the independent director who oversees the proper administration. Give assurance company. Which can increase the directors of a company; However, the appointment of directors also depends on the type of business such as:

• According to 'Section 149 (1)' of the Companies Act, 2013, every public corporation shall have a minimum of 3 directors, whereas in a private company the minimum amount of directors is in the case of two and only one director. 'One Person Company.'
• The highest number of directors in a public company is 15. In addition, a company may also select more than 15 directors after obtaining a permit from a specific resolution at a general meeting. The Central Government is not expected to support the method of appointment of more directors.
• A director can set a maximum number of 20 directors, including any optional direction of an individual.
• In the case of any private company or 'public company', either a holding company or a subsidiary company shall prohibit 10 directors in a 'public company'.
• All certified companies should appoint at least one female director to the board of directors in a year from the enforcement of section 149 (1) of the Second Proviso of Companies Act.
• Similarly, every public company consisting of Rs. Is traded 300 crores paid part capital or Rs. As per the latest audited financial statements, at least one female director of one hundred crore rupees will be appointed from the convocation of the second proviso to section 149 (1) of the Companies Act.

Note: "If any person possesses the proficiency of a director in more than 10 or 20 companies before the commencement of the Companies Act, he must determine such companies where he retains or resigns as a director within one year from such commencement. Wants to Thereafter, he will inform the selected companies as well as the concerned registrar about their decision.

Why add and switch?

• Get new talent on the council
• No obligation of ownership
• Inefficiency of existing directors
• To meet the allowed limit

Required Documents

• Photograph: Passport size photo of the director to be specified
• PAN Card: Self-attested PAN card of the Director to be specified
• Proof of Residence: Aadhar Card / Voter ID / Passport / Driving License
• Digital Signature Certificate: eliminate / remove DSC of running director and director
• Identity proof before-mentioned as Passport/Election card/Driving License/Aadhar card 
• Mobile number and Personal & official email id of the Director 
• If the director is not a resident of India, it is mandatory to induce all documents.
• Notice of resignation filed with the company
• Proof of dispatch
• Receipt of the form upon receipt.

Managing to remove companies that remove directors

In cases of removal of a director from the business, he should not abide by the words and rules as per the 'Companies Act, 2013', or with resignation or drop to attend board meetings for all three himself Can come continuously in a year.

Incident 1 - Su-moto through the board

As per section 169 of the stockholders 'Companies Act 2013', they have the power to remove a director. The law can be done by passing a general decision in a general meeting, moreover in the case, the director was not appointed by the central government or tribunal.

• A notice should be attached to all the directors to possess a board meeting by allowing seven days. Moreover, all the directors of the Company will receive information regarding the removal of Director. 
• A resolution will be passed to hold the resulting, general meeting in the notice. The question of adopting the decision is for the shareholders' permission on the day the board meets.
• A general meeting will take place after the directors have to present 21 days of clear declaration. The decision will be made based on the majority vote.
• In the first part, the contemplated director will get a choice and opportunity to listen.
• After the resolution is announced, the Director should fill two forms Form DIR-11 and Form DIR-12 with attachments to the 'Board Resolution'.
• At most, the name of the consenting director will end up in the 'Ministry of Corporate Affairs (MCA)' database and consequently on the website.

Incident 2 - Self-submission by a director

The director of the company may want to resign from the post of a director, then he can continue by passing a resolution to the company first

Resignation of a Director / Managing Director, Companies act in 2013, claiming that the company has special duties and obligations to fulfill.

• The first and foremost option is to pass a joint resolution to the company which authorizes the notice or letter of resignation and the commission to file Form DIR 11 of the departure as per the provision specified in section 168 (1) Defines the reasons. The Companies Act, 2013.
• According to the Rules (Appointment and Qualification of Directors) of the Companies Rules, 2014, the resignation report or notice and views for resignation should be shared with the Registrar of Companies (ROC), using 'Form DIR 11' doing. Within '30 days' of the expulsion director's date.
• To file eForm 'DIR11', the company must provide notice or letter of resignation. This is the plan for the company through the resignation of the Managing Director; The companies operate in 2013.
•  Documents to be submitted are :

  Notice of resignation filed with the company

  proof of transmission

  Receipt of form upon receipt of.

Incident 3: Absence of Director in three consecutive annual board meetings

• If a director does not hold a board meeting for 12 months, the defection has to be taken seriously. The duration is measured from the day he / she did not have access to any of the legislatures from the first sitting and even after giving due notice to him / her for all sessions. It will be noted that he / she has left office, and several steps will be taken as per Section 167 of the Companies Act, 2013. Conversely, a Form DIR-12 should be applied in the name of the missing director. After the formalities, the name of the Director concerned will be removed from the Ministry of Corporate Affairs.

Provisional aspect

1. Section 169 (1)

• A general solution is required;
• The Director appointed / appointed by the Tribunal under section 242 shall not be removed;
• The independent director removed by 'Independent Solutions' will be removed.
• Section 169 (1) shall not be effective if the directors are appointed in accordance with the principle of proportional representation (S.163).

2. Section 169 (2)

• A motion to remove a director or nominate someone to his position requires special notice.

3. Section 169 (3)

• The company should try to send a special notice with the intention of removing the director, which is provided to him at the meeting on the occasion of being heard.

4. Section 169 (4)

• For representation, the director must give it in writing to the company and request it to be reported to the members.
• if Tribunal is satisfied, Company shall not assign the representation and shall not read it out at meeting 

5. Section 169(5)

• If 'special notice' is given to the director under section 169 (2),
• the opening arising out of removal of the director can be filled.

6. Section 169 (7)

• A director fired to fill casual vacancies cannot be reappointed as a director.

7. Section 169 (8)

• The director shall be entitled to pay, if any, as per the discharged contract or according to the terms of his employment.
• The Director may be removed under any additional provision of this Act.

8. The rule of NCLT Rules 2016 is 79

• The company or any other person who claims suffering can appeal to the tribunal of 'NCLT-1'.

9. Checklist

• File Form DIR-12 'within 30 days' from the date of the general meeting with the following attachments:

• The shareholders' special notice proposes to remove the director.
• Notice of general meeting with explanatory details.
• Copy of the general resolution passed in the EGM.
• Notices sent to the concerned director.

DIR-12

Results of Not Filling

In 30 days of date of the resignation, if the company fails to or doesn’t file the 'form DIR-12', the below mentioned penalty will be applied.

• One-time of concrete Government fees until 15 days;
• If it surpasses more than 15 days, then it’s two times of the original government penalty;
• A penalty of 4 times of the exact government charges is applicable if it passes 30 days to 60 days;
• If it is more than 180 days, then ten times the actual administration fee is relevant;
• The penalty is also relevant to the company, which fails to file Form DIR-12 within 300 days from the date of reaching the resolution. The company has to pay 12 times the exact government fees and compounding crime.