Who is Director under Companies Act, 2013?

According to Section 2(34) of the Companies Act, 2013, “Director means a Director appointed to the Board of a company.” In other words, any person occupying the position of a director, by whatever name called.

This definition is fairly inclusive and includes all people who work as directors for a firm, regardless of the exact title they may have, such as independent, non-executive, managing, or executive director. Furthermore, the definition is all-inclusive and includes directors of businesses incorporated under the act or any prior company law, as well as directors of all kinds of enterprises, whether private or public.

Geeky Takeaways:

  • The process of removing a director from their position for misconduct or incompetence that affects corporate governance is known as Removal of Director.
  • Conflicts of interest, incompetence, and misconduct are frequently cited as grounds for director removal.
  • Directors may be removed by the shareholders by special resolution, automatically removed for an extended period, or by voluntary resignation.
  • Failure to file Form DIR-12 for Director resignation or removal may result in legal non-compliance, fines, and loss of good standing.
  • A Director may be removed by submitting a resignation letter, a board resolution, a shareholder resolution, Form DIR-12, updated statutory registers, and any other pertinent evidence.

Table of Content

  • Removal of Director under Companies Act, 2013
  • Reasons behind Removal of Director
  • Ways to Remove a Director of a Company
  • Consequences of Not Filing Form DIR-12
  • Documents Required for a Director Removal in a Company
  • Conclusion
  • Frequently Asked Questions (FAQs)

Removal of Directors : Meaning, Reasons, Ways and Documents

Similar Reads

Who is Director under Companies Act, 2013?

According to Section 2(34) of the Companies Act, 2013, “Director means a Director appointed to the Board of a company.” In other words, any person occupying the position of a director, by whatever name called....

Removal of Director under Companies Act, 2013

1. Legal Framework: In addition to the company’s Articles of Association (AoA) and any applicable shareholder agreements, the removal of a director is principally governed by the provisions of the Companies Act, 2013 (or applicable company law in the jurisdiction)....

Reasons behind Removal of Director

A Director of a company can be removed for any of the following reasons:...

Ways to Remove a Director of a Company

1. When the Directors Tender their Resignation...

Consequences of Not Filing Form DIR-12

1. Penalties: The regulatory authorities may impose fines for failure to comply with the filing requirements. Penalties for failing to comply with filing obligations can be severe in India and can get worse over time if the failure to comply continues....

Documents Required for a Director Removal in a Company

1. Board Resolution or Special Resolution: Depending on the organizational structure and the governing documents, a resolution passed by the shareholders or the Board of Directors is required to start the removal process. The purpose of this resolution should be to explain the rationale behind the suggested removal and to approve the necessary procedures....

Conclusion

The Companies Act, 2013’s provisions regarding director removal functions as an essential tool for upholding corporate governance and guaranteeing accountability inside businesses. In the event of wrongdoing, incapacity, or other good cause, shareholders may remove directors from their posts by following the procedures and protections outlined in these rules. To support strong governance practices, preserve organizational stability, and preserve their reputation, businesses have to understand and abide by these laws....

Frequently Asked Questions (FAQs)

1. Is it possible to re-appoint a removed director?...

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