Convening of Extra Ordinary General Meeting of the Company by the Members for Removal of Director and Appointment of other Director in his place.
1. Relevant Sections- Section 169, Section 152, Section 100, 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
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.
Format of the Special Notice given below as Annexure -1
4. Provisions of Section 100 to be followed:
EGM on requisition of the Members of the Company-
Here the requisition means the demand of members to convene a meeting. The requisition shall set out the matters for consideration of which the meeting is being called.
For example- if the members of the company want to appoint a director in the Board of the Company, for appointment of the said director they shall made a requisition to the Board of the Company to convene EGM for the appointment of the Director and the requisition shall set out the proper facts about that person proposed to be appoint as director.
Eligible No. of members to Convene the EGM-
a) In case of Company having share capital-
Members at least 1/10th of such paid up capital of the Company which carries a voting right in regard to that matter.
b) In case of Company having share capital-
Members holding at least 1/1 0th of total voting power of all the members who have right to vote on that matter.
What after, when Board receipt the requisition to call EGM?
On receipt of requisition the Board of Directors shall proceed to call Extra Ordinary General Meeting within 21 days from the date of the deposit of requisition, on a date, which shall not be later than 45 days of the date of deposit of requisition.
Case-1
If Board fails to Convened the EGM
Where the Board fails to call a meeting, the meeting may be called by the requsitionists themselves within a period of 3 months from the date of the deposit of requisition.
Case-2
If Board denied the requisition of the shareholders to call EGM under Section 100 of the Companies Act, 2013
In case if Board denied the Requisitions of the shareholders to call EGM, then the shareholders can themselves call the EGM.
Any reasonable expenses incurred by the requsitionists in calling a meeting shall be reimbursed to the requsitionists by the Company and the same so paid shall be deducted from any fee or other remuneration payable to such of the directors who were in default in calling the meeting.
5. Intimation to the Concerned Director
Company shall give intimation to the concerned Director about his removal. Format of the Intimation letter is given as Annexure-2
6. Appointment of another Director
As per Section 169(5) of the Companies Act, 2013, a vacancy created by the removal of a director under Section 169 may, if he had been appointed by Company in General Meeting or by Board, be filed by the appointment of another director in his place at the meeting at which he is removed, provided that special notice of the intended appointment has been given under Section 169(2).
7. Form DIR-12 to be filed to the Registrar
Form DIR-12 is required to be filed by the Company within 30 days from the passing of the resolution.
8. Aggrieved Party may make Application to the NCLT
As per Section 169(8) of the Companies Act, 2013 read with Rules 79 of the NCLT Rules, 2016, if the Company or any other person who claims to be aggrieved may make an application to the Tribunal in NCLT-1.
ANNEXURE-1
Special Notice
Date:…………..
To
Mr……… …. .. .. .. .. .. …
Designation…… ………
Name of the Company…………
Address…………………
Sub: Requisition to call EGM of the Company Dear Sir,
I, …………….Shareholder, Ro …………………, holding…………..(in words) equity shares as on the date against the folio no………………, hereby do submit my requisition cum intention to call Extraordinary General Meeting (“EGM”) of the Company on……………………..to pass the 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.”
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.”
You’re requested to take the above-said request on record and do take the necessary action.
Thanking You
Your Faithfully
Name of Shareholder……………
Folio No……………………
Annexure-2
Format of Intimation Letter
Dated: …………
To
Mr………………
Designation………………
Name of the Company……
Address………………
Sub: Intimation to the Concerned director for his removal
Dear Sir,
We enclosed a copy of the special notice, which has been received by the Company from its member. As appears from the notice, a resolution is proposed at the next EGM of the Company for your removal as director, pursuant to the provision of Section 169 of the Companies Act, 2013.
Your attention is drawn to the provision of Sub-Section (4) of Section 169 of the Companies (Copy of the Section 169 enclosed for your reference). In case you intend to make representation against the resolution for your removal, we request you to send the representation so as to reach us by……………… , so that it may be circulated to the members of the Company. In the event, the representations are not received by the aforesaid; the same may be read out at the meeting.
Kindly acknowledge the receipt of letter for our reference and record. Your Faithfully
For……… ………… .Private Limited
Name …………
Director
DIN…………
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