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Key Benefits

  • Protects the company’s interests by removing individuals whose actions may be detrimental to the business or its shareholders.
  • Resolves board deadlocks or management conflicts that hinder effective decisionmaking and operational growth.
  • Ensures compliance with statutory requirements if a director becomes disqualified or fails to fulfill their legal duties.
  • Maintains high standards of corporate governance by holding directors accountable for their performance and conduct.
  • Prevents unauthorized or fraudulent activities by revoking the administrative powers of a non-cooperative director.
  • Enhances investor confidence by demonstrating that the company has robust mechanisms to handle leadership issues.
  • Ensures the Board remains representative of the current majority shareholding interests and company vision.
  • Allows for the infusion of new leadership by clearing board seats for more qualified or strategically aligned professionals.

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Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Overview

Director Removal is one of the most legally sensitive corporate actions, governed by Section 169 of the Companies Act, 2013. The "trigger" for this compliance occurs when the shareholders or the Board decide to terminate a director’s tenure before the expiry of their term. Unlike a resignation, removal is an involuntary process that requires strict adherence to "Natural Justice," providing the director with a reasonable opportunity to be heard.

In the 2026 MCA V3 regulatory ecosystem, the removal process is closely monitored to prevent arbitrary dismissals. A Special Notice must be issued by shareholders holding at least 1% of the total voting power or shares worth ₹5 Lakhs. This notice triggers a formal procedure, including a Board meeting, the circulation of the director's representation (if any), and finally, a General Meeting.

For the FY 2025–26 cycle, the MCA requires that all removals be reported via e-Form DIR12 on the V3 portal. A critical 2026 nuance is the documentation of the "Opportunity of Being Heard." The company’s Audit Trail (Edit Log) software must record the sequence of meetings and notices to prove that the removal was procedurally fair. Failure to follow the exact sequence—such as filing the form without a valid Special Notice or General Meeting resolution—can lead to the ROC declaring the removal "void" and imposing heavy penalties on the company and its officers.

Document Required

Documents
  • 1 Permanent Account Number (PAN) Card of the Company.
  • 2 Aadhaar Card of the Authorized Director (signing the forms).
  • 3 PAN Card of the Authorized Director.
  • 4 Special Notice received from the shareholders.
  • 5 Notice of EGM sent to the members and the concerned director.
  • 6 Written Representation of the director (if any was submitted).
  • 7 Certified Copy of the Ordinary Resolution passed at the EGM.
  • 8 Minutes of the General Meeting where the removal was approved.
  • 9 Attendance Sheet of the EGM showing the quorum and voting.

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Pre-Event Procedures

Step Name Short Description Authority
Special Notice Notice by shareholders to the company to move a resolution for removal. Shareholders
Notice to Director Intimating the director about the removal proposal and inviting a representation. Board of Directors
Board Meeting Convening a meeting to call for an EGM to consider the removal. Board of Directors
General Meeting (EGM) Passing an Ordinary Resolution for the removal of the director. Shareholders

Filing Requirements

Form Name Trigger/Description Countdown Deadline
MGT-14 Required only if a Managing Director or Whole-time Director is removed. 30 Days from EGM
DIR-12 Particulars of cessation of the Director (Removal). 30 Days from EGM
DIR-11 Optional form that the removed director may file to record their cessation. 30 Days from EGM

Penalty and Non-compliance Risk

Invalidation of the Removal by the ROC or NCLT
Daily Monetary Penalty for late filing of DIR-12
Legal Prosecution for violating the Principles of Natural Justice
Personal Liability of Officers for wrongful removal
Rejection of subsequent filings due to Board composition mismatch
Deactivation of the company's ability to file other MCA forms
Reputational damage and potential litigation from the removed director

FAQs

Can the Board of Directors remove a director on its own?

No, only the shareholders in a General Meeting have the power to remove a director under Section 169.

What is a "Reasonable Opportunity of Being Heard"?
Can an Independent Director be removed?
Is a director removed by the NCLT?
What happens to the removed director’s shares?
Can a director be removed for not attending meetings?
What is Form DIR-12?
Does the removed director have to sign any forms?
What if the director refuses to leave?

Seamless Compliance for Your Business

Focus on growing your business while we handle the complexities of statutory compliance. From GST filing to Annual Audits, our automated systems ensure you never miss a deadline.

CA
  • GST Filing & Reconciliation
  • Income Tax Returns (ITR)
  • TDS/TCS Returns
  • Statutory & Tax Audit
  • ROC Company Filings

What Our Clients Say

Discover what our satisfied clients have to say about their experience working with us

Sandeep Reddy
Founder, Retail Trading Business
" ARK Advisors made our audit process smooth and stress-free. Clear checklist, timely follow-ups, and very practical guidance. "
Anusha Sharma
Partner, Professional Services Firm
" Their team quickly identified compliance gaps and suggested actionable fixes. Reporting was crisp and easy for management to understand. "
Rohit Kulkarni
CFO, Manufacturing Unit
" We got strong process recommendations and control improvements. The audit insights genuinely helped us reduce leakage and improve discipline. "
Meghana Rao
Director, Startup
" Professional, responsive, and very transparent. They explained everything in simple terms and kept the entire process on schedule. "
Imran Khan
Owner, Hospitality Business
" The team ensured our documentation was audit-ready and supported us throughout. Great experience and strong attention to detail. "

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