Director Removal or Resignation in India: Legal Process & Compliance Checklist

A A director can resign by submitting a written resignation letter to the company's board of directors. The resignation is effective from the date specified in the resignation letter or, if no date is specified, from the date of receipt of the resignation letter by the board.

A No, a director is not legally obligated to provide a reason for their resignation.

A The board of directors should formally acknowledge and accept the director's resignation at a board meeting. The company should then file the necessary forms with the Registrar of Companies (ROC).

A Form DIR-12 needs to be filed with the ROC within 30 days of the resignation.

A The resignation is effective from the date specified in the resignation letter, or if no date is specified, from the date the resignation letter is received by the board.

A Generally, a director cannot unilaterally withdraw their resignation once it has been accepted by the board. Withdrawal might be possible only with the board's consent.

A A director can be removed by the shareholders at a general meeting. Certain directors, like those appointed by financial institutions or under specific agreements, may have special provisions protecting them from removal.

A The Companies Act specifies certain grounds for removing a director, such as disqualification under the Act, failure to attend board meetings, or conduct prejudicial to the interests of the company.

A The procedure generally involves passing a resolution by the shareholders at a general meeting, giving the director an opportunity to be heard, and filing the necessary forms with the ROC.

A Form DIR-12 needs to be filed with the ROC within 30 days of the removal.

A Yes, a director can be removed before the expiry of their term by the shareholders, subject to the provisions of the Companies Act and the company's articles of association.

A Yes, a managing director can be removed, but their removal may be subject to the terms of their employment contract.

A Resignation is when a director voluntarily leaves their position. Removal is when a director is forced to leave their position by the shareholders.

A The consequences can vary depending on the circumstances. Generally, the individual ceases to be a director and loses the powers and responsibilities associated with the position. However, they may still be liable for actions taken during their tenure.

A Whether a director can be reappointed after being removed depends on the specific circumstances of the removal and the provisions of the Companies Act.

A The director's responsibilities cease upon the effective date of their resignation or removal, but they remain liable for any acts or omissions during their tenure.

A A resignation letter should be addressed to the board of directors, clearly state the director's intention to resign, the effective date of resignation, and may include a statement of thanks.

A A director's legal responsibilities cease upon resignation, but they may still be liable for actions taken while they were a director.

A While an oral resignation might be given, it is always best practice to submit a written resignation letter.

A There is no mandatory notice period unless specified in the company's articles of association or a director's agreement.

A The Companies Act typically requires that the director be given an opportunity to be heard before being removed.

A The board is involved in calling the general meeting where the removal is voted on and ensuring that due process is followed.

A The MCA website is the official source for such information.

A Directors should act in the best interests of the company and its shareholders, and ensure a smooth and transparent transition.

A It depends on the terms of their contract and the reasons for removal.

A The MCA website is the official source for notifications and circulars.