INTRODUCTION:
The board of Directors is considered the main authority to manage and control the affairs of a company. A director is delegated with the powers of supervision and administration of the Company As per section 149 of the Companies Act, 2013, there should be a minimum of two directors in a Private Limited Company and a minimum of three Directors in a Limited Company. Also, A company can have a maximum of 15 directors in its Board. However, by passing a special resolution, a company may appoint more than 15 directors. The Company may change its directors at any time as per the requirement.
A Director can either resign or can be removed from the Company by following the due procedure of law as prescribed under the Companies Act, 2013. In all cases, intimation for a change of Director is required to be done with the MCA. The procedure for the removal and resignation of a director is detailed as under:
RESIGNATION OF DIRECTOR
PROVISIONS
According to Section 168(1), A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and shall intimate the Registrar (ROC) in the prescribed manner.
Provided that a director may also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in Form DIR-11.
According to Section 168(2) The resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later:
Provided that the director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.
PROCEDURE TO BE FOLLOWED BY THE COMPANY
REMOVAL OF DIRECTOR
PROVISIONS
As per Section 169 of the Companies Act, 2013 a Company can remove the director (Not being as director appointed by the Tribunal Under section 242 of the Companies Act, 2013) by passing an ordinary resolution.
| File MGT-14, In case of Special Resolution passed for removal of Independent Director
File DIR-12 for removal of director
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Provided that an independent director re-appointed for second term under Section 149(10) of the Companies Act, 2013 shall be removed by the company only by passing a special resolution and after giving him a reasonable opportunity of being heard.
