Removal of director

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manoj kumar jha (Querist)
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19 August 2011 dear expert
my question is, can a pvt company removed its director without his consent if yes in which situation.?if a pvt company removed any director without his consent,and appoint other person in his place, is this act is valid.?
if yes what necessary measures are required after dis removal?

RG - A Helping Hand

RG - A Helping Hand (Expert)
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25 August 2011 As per section 284 by passing ordinary resolution in gen meeting shareholders can remove a director.

Also check the MOA provisions in this regard.

thanks

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manoj kumar jha

manoj kumar jha (Querist)
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26 August 2011 thanks a lot!!!!!!

my further query is ,suppose company already remove his director without his consent and later company remaining director wants his action to remove the director does not fall in the preview of non compliance of companies act.can this is possible if yes what are the procedure or method?

manoj kumar jha

manoj kumar jha (Querist)
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06 September 2011 my further query is ,suppose company already remove his director without his consent and later company remaining director wants his action to remove the director does not fall in the preview of non compliance of companies act.can this is possible if yes what are the procedure or method?

Asha Kanta Sharma

Asha Kanta Sharma (Expert)
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21 July 2025 Your queries revolve around the removal of a director of a private company in India—particularly without the director’s consent—and how such an action can be regularized or validated if it wasn't done in full compliance with the Companies Act initially.

✅ 1. Can a private company remove a director without his consent?

Yes, a private limited company can remove a director without his/her consent, but only if proper legal procedure is followed, specifically under Section 169 of the Companies Act, 2013 (earlier Section 284 of Companies Act, 1956).

✅ Valid Situations:
A director can be removed without his consent if:

Shareholders pass an ordinary resolution in a general meeting.
The director was not appointed under the principle of proportional representation (i.e., under Section 163).
⚠️ 2. Is removal valid if done without proper procedure?

No, if the removal did not follow the due procedure (as per the Act), it can be challenged and held invalid.

Removing a director without:

Issuing notice,
Giving an opportunity of being heard,
Conducting a general meeting with proper resolution,
would be non-compliant with the Companies Act, and may be held illegal if challenged.

🛠️ 3. What if the company already removed the director improperly? How can it correct this?

If the company already removed a director without following the correct process, it can still try to rectify the situation to reduce legal risk.

✅ Rectification Options:
Call a general meeting properly:
Issue notice to all shareholders.
Include an ordinary resolution to remove the director.
Allow the concerned director a chance to be heard (send written representation if desired).
Pass the resolution in the meeting.
File necessary forms with ROC:
Form DIR-12 for removal of director.
If already filed improperly, file a revised DIR-12 with appropriate board and general meeting resolutions.
Update company registers and MCA records.
If there was any procedural lapse (e.g., backdated resolutions), it may be advisable to take compounding of offence under Section 441 of the Companies Act, 2013.
📜 Key Compliance Steps for Valid Removal:

Board Meeting – to call a General Meeting (not to remove the director).
Notice to shareholders – 21 clear days before General Meeting.
General Meeting – pass ordinary resolution to remove the director.
Opportunity to be heard – the concerned director must be given a chance.
File DIR-12 with Registrar of Companies (ROC).
Update internal company records (Register of Directors, etc.).
💡 Summary

Yes, a director can be removed without consent if proper procedure under Section 169 is followed.
No, removal is not valid if done without following this process.
Yes, improper removal can be regularized by holding a fresh general meeting and passing an ordinary resolution, followed by correct filings.

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