Removal of a company's director from his designation

• It is obligatory for a private company to possess a minimum of two directors, and a public company minimum of three directors.

Let's take a look at how the Board of Directors can terminate a Director Suo-moto.
If a Director was not nominated by the Government of India or any Tribunal, the Company holds the right to dismiss him or her by duly passing an Ordinary Resolution.

• It is obligatory to give all the directors a notice prior to seven days before the meeting is convened.
• The directors of the company should also be given a special notice alerting them of the director's termination or departure.
• On the day when the Board Meeting is officially conducted, a resolution formally approving the date of convening an extraordinary general meeting, as well as a resolution dismissing a director, must be adopted, subject to the formal consent/approval of the company's shareholders in writing.
• A general meeting must be called with at least a prior notice of 21 days.
• During the course of the meeting, the members will have to cast their vote for the same matter.
• The resolution will be adopted if the majority agrees with the decision.
• It is obligatory that the director should be given a fair chance prior to formally adopting the resolution.
• Post adopting the resolution, the forms DIR-11 and DIR-12, as well as the document of the Board Resolution and Ordinary Resolution as attachments, must be filed.
• The director's name will be officially withdrawn from the Ministry of Corporate Affairs website post the documents are filed.

In the event when a director skips three consecutive board meetings
If a director fails to attend a Board Meeting for a period of twelve months, beginning on the day he was absent at the first board meeting and after providing due notice for all meetings, it will be assumed that he has departed from the office, and a Form DIR – 12 shall be filed in his name, and his/her name will be erased from the Ministry of Corporate Affair's database.
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