1. Relevant Sections for Removal of Director: Section 169 and Section 115 of the Companies Act, 2013
2. To Remove Director suo-moto by the shareholders
Section 169 of the Companies Act, 2013 states that the shareholders can remove the director by passing an ordinary resolution in a general meeting.
3. Special Notice as Per Section 115 of the Companies Act, 2013 for Removal of Director
A special notice with the intention of removing a director by the specified no. of members of the company has to be served at least before 14 days before the concerned meeting at which it has to moved excluding the day on which the notice is served and the day of the meeting.
A special notice required to be given to the company shall be signed, either individually or collectively by such number of members holding not less than 1% percent of total voting power or holding shares on which an aggregate sum of not more than 5,00,000 rupees has been paid up on the date of the notice.
4. If the special notice not accepted by the Concerned director and Board denied the requisition of the shareholders to call EGM Section 100 of the Companies Act, 2013
In case the notice is not accepted by the concerned Director and Board denied the Requisitions of the shareholders to call EGM, then the shareholders can themselves call the EGM.
5. Intimation letter to the Concerned Director
Company shall give intimation to the concerned Director about his removal.
——–
DRAFT Format of the Special Notice to Remove a Director and appointment of Director in his place
SPECIAL NOTICE
Date:
To
The Board of Directors,
M/ s…………………………Limited
…………………………
Subject: Issue of Requisition pursuant to Section 100, 115, 169 & 152 and other related provisions of the Companies Act, 2013 to convene an Extra-ordinary General Meeting of M/s ……………………………..Limited
Dear Sir,
We, the undersigned shareholder of M/s ……… Limited, holding in aggregate as on the date hereof ………Equity Shares aggregating to ……… of shareholding of the Company’s voting capital, pursuant to Section 100, 115, 169 & 152 and other related provisions of the Companies Act, 2013, require you to forthwith proceed to duly convene an Extra-ordinary General Meeting (EGM) of the Company for the purpose of passing the following resolutions:
Item No. 1 : REMOVAL OF MR. ……… (DIN……… ) FROM THE POST OF DIRECTOR OF THE COMPANY
“RESOLVED T pursuant to Section 115 read with Section 169 of the Companies Act., 2013 and rules made thereunder, Mr. ……… (DIN: ………… ) be and is hereby removed from the office of Director of the Company with effect from the date of this meeting.”
In this connection following issues are called for attention of the members/ shareholders of company:
*PROPER GROUDS OF REMOVAL*
Item No. 2 : APPOINTMENT OF Mr………(DIN………… ) AS DIRECTOR OF THE COMPANY
“RESOLVED T pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Rule 8, 9 and 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and the relevant Rules made thereunder (including any statutory modification(s), enactment(s) or re-enactment(s) thereof for the time being in force) Mr. ………(DIN: …… ) be and is hereby appointed as Director of the Company with effect from the date of this meeting.”
Thanking You
Yours Faithfully
———–
Holding – Equity Shares ( %)
Folio No.:
————
Holding – Equity Shares ( %)
Folio No.:
DRAFT Format of Notice of Extra Ordinary General Meeting
NOTICE
NOTICE is hereby given that the ____ ( ) Extra-Ordinary General Meeting of the members of Limited (“Company”) will be held on the requisition of Mr…………… and Mr. ………………., who holds in aggregate as on the date hereof Equity Shares aggregating to % of shareholding of the Company’s voting capital, on _ the at _ at the registered office of the Company at to transact the following business:
SPECIAL BUSINESS:
1. To consider and if thought fit, to pass, with or without modification(s), following resolution as Ordinary Resolution:
“RESOLVED THAT pursuant to Section 115 read with Section 169 of the Companies Act., 2013 and rules made thereunder, Mr. (DIN: ) be and is hereby removed from his office as director of the company with immediate effect.”
“RESOLVED FURTHER THAT any of the Directors of the Company, be or are hereby severally authorized to do all such acts, deeds and things, including signing and issuing letters and to complete all other formalities as may be required in this regard”.
2. To consider and if thought fit, to pass, with or without modification(s), following resolution as Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Rule 8, 9 and 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and the relevant Rules made thereunder (including any statutory modification(s), enactment(s) or re-enactment(s) thereof for the time being in force) the consent of the Members of the Company be and are hereby accorded for the appointment of Mr. ……… (DIN……… …) as Director of the Company with effect from the date of resolution.
Resolved further that, any Director of the Company, be and are hereby severally authorized to file Form DIR- 12 With the Registrar of Companies, to make necessary entries in the statutory register of the Company and to do all such acts/deeds/things/ as may deem fit to give effect to this resolution.”
On the requisition of Shareholders
…………………………Limited
—————
Shareholder
Folio No. –
Address –
Place
Date :
NOTES:
1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of A proxy need not be a member of the company. Proxies to be effective must be received at the registered office of the company not less than 48 hours before the commencement of the meeting.
2. Members/proxies should bring the attendance slips duly filled in for attending the meeting.
3. Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the Board Resolution to the Company, authorizing their representative to attend and vote on their behalf at the meeting.
4. Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business to be transacted at this Annual General Meeting, is annexed.
5. The route map of place of Extra-ordinary General Meeting is annexed hereto and forms part of the notice.
On the requisition of Shareholders
————Limited
———————
Shareholder
Folio No. – –
Address –
Place:
Date :
Draft Format Of Explanatory Statement Pursuant To Section 102 Of The Companies Act, 2013
A special notice as per Section 115 of the Companies Act, 2013, has been submitted to the Board by Mr. —————- and Ms.————— , who holds in aggregate as on the date hereof ————— Equity Shares aggregating to————— % of shareholding of the Company’s voting capital for calling EGM.
Item No. 1
For removal of Mr.—————- (DIN:—————- ) from Directorship of the company with immediate effect.
In this connection following issues are called for attention of the members! shareholders of company:
*PROPER GROUNDS OF REMOVAL*
None of the Directors! Key Managerial Personnel of the Company or their relatives is, in any way concerned or interested, financially or otherwise, in the resolution set out as Item Number 1 of the Notice.
The Board recommends the Ordinary Resolution set out as Item Number 1 of the Notice for approval by the Shareholders.
Item No. 2
The Board of Directors of the Company intends to appointed Mr.—————- (DIN: _________) as an Director of the Company with effect from the date of resolution, pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Rule 8, 9 and 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and the relevant Rules made thereunder, for the reasons that after vacation _________________________________________________-
The Company has received from Mr._________ (DIN: ____________), a consent in writing to act as Director in form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014 and intimation in Form DIR-8 in terms of Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that she is not disqualified under sub-section 2 of Section 164 of the Companies Act, 2013.
In the opinion of the Board, Mr._________ (DIN:_________ ), who is proposed to be appointed as Director of the Company with effect from the date of resolution, fulfils the conditions. Considering her vast experience, her presence on the Board will be of immense value for day to day business and affairs of the company. Her appointment shall be helpful in breaking the deadlock created by hostile member.
None of the Directors/ Key Managerial Personnel of the Company or their relatives is, in any way concerned or interested, financially or otherwise, in the resolution set out as Item Number 1 of the Notice.
The Board recommends the Ordinary Resolution set out as Item Number 1 of the Notice for approval by the Shareholders.
On the requisition of Shareholders
_________Limited
_________
Shareholder
Folio No. – _________
Address –_________
Place: -_________
Date :
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