Removal of director

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

23 June 2014 The director is to be removed in the upcoming AGM of a Private Limited Company. Please let me know the procedure of intimation to the ROC and also tell me if any resolution is to be filed.
Thanks

Nischit Sanghavi

Nischit Sanghavi (Expert)
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23 June 2014 (All sections are as per old companies Act)
1.
A (Special notice) of the intension to move a resolution for the removal of director be furnished by any member to the company not less than 14 days before the meeting at which it is to be moved, exclusive of the day on which the notice is served and the day of the meeting. (Section 284)

2.
The company shall, immediately after the notice of the intention to move any such resolution has been received by it, give its members notice of the resolution in the same manner as it gives notice of the meeting.

3.

If is not possible for the company to give notice to all the members, publish by advertisement in the newspaper having an appropriate circulation not less than 7 days before the meeting.

4.

The company must give intimation to the concerned director of the intended resolution by sending a copy of the special notice received by it, forthwith on receipt thereof. The director shall have the right to be heard on the resolution at the meeting.

5.

The director, who is sought to be removed, can make a representation in writing against his removal and request the company to notify it to the company's members [section 225(4)]. If the director requests the company to notify the members of the company his representation against his removal and the representation is of reasonable length and it has been received not too late, the company must

(a) mention in the notice of the resolution to be moved at the annual general meeting, the fact of the representation having been received; and
(b) send a copy of the representation to every member along with the notice of the meeting if the representation has been received before sending the notice of the meeting or separately if the representation has been received after sending the notice of the meeting.
If the representation could not be sent to the members because it was received too late or because the company made a default in sending it, the company must read out the representation at the annual general meeting, if the director requires it to do so. In addition, director can make oral representation at the annual general meeting.

6.

Hold and convene a General meeting to discuss besides others the following matters:To pass a [Ordinary resolution] for the removal of director.

7.

In case of listed companies, file a copy of the proceeding of the general meeting in the Stock exchange (s) where the securities of the company are listed.

8.

File [e-form no. 32 as per old companies act] with the Registrar of Companies with in 30 days of passing the resolution.

9.

Pay the requisite fees, as prescribed by the Companies (Fees on Application) Rules, 1999.

10.

Fees can be paid through Credit Card / by cash / by cheque in favour of “MCA Collection Account ICICI Bank” at the prescribed rates.

Querist : Anonymous

Querist : Anonymous (Querist)

23 June 2014 Thanks for the reply Sir, but I want to know the provisions regarding the new Companies Act

Nischit Sanghavi

Nischit Sanghavi (Expert)
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23 June 2014 Form for Filling Removal of Director under New Companies Act 2013 is not yet available.
Kindly confirm the same.

CS Bharat Dama

CS Bharat Dama (Expert)
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24 June 2014 For removal of director a form DIR-12 is filed as the option is available in the form. please check it.

Querist : Anonymous

Querist : Anonymous (Querist)

24 June 2014 Sir,
The form DIR-12 is in pursuant to Sec. 7(1)(c), 168 & 170(2), whereas removal of director is in pursuant to sec.169.Is the form applicable for removal too? I am not getting cleared on this.

CS Bharat Dama

CS Bharat Dama (Expert)
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24 June 2014 yes, it is mentioned in the form that "removal under section 169".
wait for other replies.