Director’s notice of resignation to the company A Director can resign from a company by providing written notice to the company. The Board must inform the ROC of this resignation within 30 days using the DIR-12 form. Moreover, the Director has the choice to present a duplicate of the resignation letter to the ROC, accompanied by the motives for resigning, utilizing Form DIR-11. Responsibilities of the Director Resigning from Their Position 1. The resignation of a director from their position can be tendered by submitting a written notice to the Board of Directors of the company. Communication via email or traditional mail is also considered acceptable. 2. Additionally, within 30 days of stepping down, a copy of the resignation, along with a detailed rationale for the decision, must be filed with the Registrar of Companies using Form DIR11. This filing must be accompanied by the prescribed fees as specified in the Companies Rules of 2014. Resignation Effective Date: The resignation shall take effect upon the company's receipt of the resignation notice or on the date specified by the director, whichever comes first. The effective date of resignation will coincide with the cessation date entered in Form DIR12. 3. Alongside DIR-11, the Director must provide the following documents: Resignation notice submitted to the Company (resignation letter may suffice). Evidence of letter dispatch. If the Director has marked "Yes" in Form DIR11, any acknowledgment received from the company, which is mandatory. Optional attachments may include additional information.
A company has the authority to dismiss its directors before their term expires, with this power resting with the shareholders. Let’s delve into the procedure for removing company directors. Not issuing the notice within three months after the meeting date results in its invalidation. Basic Prerequisite The procedure for removing the director cannot commence without giving the director in question a chance to be heard. This fundamental requirement is enshrined in the law, ensuring that the individual facing removal has the opportunity to present their case. Issuing Notice The procedure for removing directors begins with the issuance of a notice. This notice must be endorsed by shareholders possessing a minimum voting power of 1% or individuals holding shares with a cumulative value not exceeding Rs. 5,00,000 as of the date of the notice. It is essential that all members sign this special notice, which must be submitted to the company at least 14 days prior to the meeting where the resolution for removal will be put forth. Failure to issue the notice within three months of the meeting date renders it invalid. Notice to Members The director must receive a copy of the notice and will have the opportunity to address the resolution during the meeting, regardless of their membership status in the company. This notice must be dispatched at least seven days, or a week, prior to the scheduled meeting. If shareholders cannot personally deliver the notice, it can be published in two newspapers: one in English and one in the local language. Additionally, it is mandatory to post the notice on the company’s website, again ensuring it is done seven days before the meeting date. Representation in writing The director in question has the right to appeal against the removal notice. They can ask the company to distribute their appeal to all members and ensure they receive notification of it through a notice. If the company fails to reach all members, the director can request a reading of the appeal. Appeal to the Tribunal If the organization or any affected individual chooses not to distribute or present a representation to the members during a meeting, they have the option to apply to the tribunal to invalidate the procedure. The tribunal may also invalidate the process if it determines that the director is exploiting this right for unnecessary publicity or for defamatory purposes. Furthermore, the director may be required to cover the costs incurred by the company for the application through an order issued by the tribunal.
A company can revoke a director's authority by passing an ordinary resolution and providing notice to the director A board meeting must be convened with at least 7 days' notice given to all directors.
The ordinary resolution passed should not be filed with the registrar.
Yes, a director of a company can be removed without their consent under specific conditions.
The position of director can become vacant due to statutory requirements, death, or as outlined in the articles of association or shareholders' agreements.
Yes, even after a director is removed by the company, they are still entitled to receive any compensation or damages owed to them.
