Add/Remove a Director

In Private Limited Company Directors plays main role in its functioning, Directors takes day to day decisions for business operations, Directors are key person in whom Shareholders of company trusts for their money invested.

• The proposed director should have the Director Identification number (DIN) and the Digital Signature Certificate (DSC)
• Obtain consent of the proposed director for appointment
• Issue Notice at the General Meeting of the Company
• Issue letter of appointment
• File necessary e-forms with the RoC
• Make the required entries in the statutory register

• Intimation of the resignation by the Director
• Hold a Board Meeting for acceptance/rejection of the resignation
• Pass necessary Board Resolution
• File necessary e-forms with the RoC
• Make the required entries in the statutory register

A Company has the authority to remove a Director by passing an Ordinary Resolution, given the Director was not appointed by the Central Government or the Tribunal.

• Hold a Board Meeting for removing the Director
• Conduct an Extra Ordinary General Meeting for removing the Director, subject to the approval of the shareholders.
• Pass necessary resolutions to give effect to the removal.
• File necessary e-forms with the RoC
• Make the required entries in the statutory register

As per section 167 of the Companies Act, 2013 if a Director does not attend a Board Meeting for 12 months, starting from the day on which he was absent at the first board meeting even after giving due notice for all the meetings, it will be deemed that he has vacated the office and a Form DIR – 12 will be filed on his name and his name will be removed from the Ministry of Corporate Affairs.