Appointment and Removal of Directors

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Appointment of Director:-
According to Section 2(34) of the Companies Act, 2013 a director is a person who is appointed as a director in the company.
A person who is appointed but not designated as a director will not be considered a director under the meaning of this Act. Only an individual shall be eligible to be appointed as a director because in the case of corporates and firms it will be difficult to fix duties and responsibilities.
Minor cannot be a director because of the ineligibility to obtain DIN (Section 152(3)). As per Section 149(3), at least one director has to be an Indian resident.
The minimum number of directors: In the case of a public company it is 3, for a private company it’s 2 and for one personal company it’s 1.
The maximum number of directors: It is 15 but more can be appointed by passing a special resolution.

Qualification of Appointment of Directors:-

The Companies Act, 2013 has not yet determined any educational or professional qualifications of directors. Also, the Act does not place qualifications for directors. Therefore, unless a company article contains a provision for that, the director does not have to be a shareholder unless he wishes to be one voluntarily.

Disqualification of director (Section 164)-

Removal of Director:-

Removal of a Director is a situation where the management of the company decided suo-moto to remove the director from the company.
Section 169 of the Companies Act, 2013 deals with the removal of directors. The company needs to comply with this provision otherwise the company and its officer will attract penal provisions under The Companies Act, 2013.
There is an exception to the removal of a director, i.e., a company cannot remove the following persons from the post of directorship:–
1. A director appointed by the Tribunal
2. The company has availed itself of the option to appoint not less than two-thirds of the total number of directors according to the principle of proportional representation as per the provision of the Companies Act, 2013.

Procedure for removal of Directors:-

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    Know more about it...

    DIN is a unique identification number issued to a prospective director by the DIN cell of the Ministry of Corporate Affairs (MCA). An individual should hold a DIN before being appointed as a director in any Company.

    Directors are appointed by the shareholders at the Annual General Meeting (AGM), or in extreme circumstances, at an Extraordinary General Meeting (EGM). A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favor.

    If a person has been convicted of any offence and has served a period of seven years or more, he shall not be eligible to be appointed as a director in any company.

    1. Appointment by Signatures to the Memorandum
    2. Appointment of Director by Central Government
    3. Appointment of Company in the General Meeting
    4. Appointment of Directors by third party (Nominee Director)
    5. Appointment of Director by Proportional Representation
    6. Appointment by Board of Directors

    The very first thing is that the director in question is given a fair chance to explain why he should not be removed.

    Only two (2) forms are involved for removal of Director:- E-form MGT-14 E-form DIR-12.

    Filing Form DIR-12 within 30 days from the date of removal is mandatory. If the company fails to do so, it might attract some penalties.

    The Companies Act, 2013 has entitled corporations to remove a director. However, any director appointed by the Tribunal or the court cannot be removed by the company.

    • Photograph: Passport size photo of the Director to be designated
    • PAN Card: Self-attested PAN card of the Director to be designated
    • Proof of Residency: Aadhar Card/ Voter ID/ Passport/ Driving License
    • Digital Signature Certificate: DSC of the ongoing Director and Director to be eliminated/removed
    • Identity proof before-mentioned as Passport/Election card/Driving License/Aadhar card 
    • Mobile number and Personal & official email id of the Director 
    • It is mandatory to apostle all the documents apostilled if the Director is a non-resident of India.
    • Notice of resignation filed with the company
    • Proof of dispatch
    • Acknowledgment of form, if received.