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Removal Of Director Resolution for India

Removal Of Director Resolution Template for India

A Removal of Director Resolution is a formal corporate document governed by Indian company law, specifically Section 169 of the Companies Act, 2013. This document serves as the official record of a company's decision to remove a director from their position through a shareholders' resolution. It includes essential details such as the director's information, reasons for removal, compliance with legal notice requirements, voting results, and the effective date of removal. The resolution must adhere to specific procedural requirements including proper notice periods, shareholder voting rights, and the director's right to be heard.

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Removal Of Director Resolution

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What is a Removal Of Director Resolution?

The Removal of Director Resolution is a crucial corporate governance document used when a company needs to formally remove a director from their position. Under Indian law, specifically the Companies Act, 2013, shareholders have the power to remove directors through an ordinary resolution, subject to certain conditions and procedures. This document becomes necessary when there are concerns about a director's performance, conduct, or when organizational restructuring requires changes in board composition. The resolution must comply with statutory notice requirements, including a special notice period of 14 days, and must provide the affected director an opportunity to present their case. It serves as an official record of the removal decision and includes critical information such as the grounds for removal, voting results, and compliance with legal requirements. This document is particularly important for maintaining proper corporate governance records and ensuring legal compliance in Indian companies.

What sections should be included in a Removal Of Director Resolution?

1. Title and Company Details: Specifies the type of resolution, company name, CIN, and registered office address

2. Date and Type of Meeting: States whether it's an AGM, EGM, or Postal Ballot, including date, time, and venue if applicable

3. Attendance and Quorum: Records the presence of required quorum and key attendees

4. Preamble: Brief background explaining the context and necessity of the resolution

5. Legal Compliance Statement: Confirmation of compliance with Section 169 of Companies Act 2013 and special notice requirements

6. Director Details: Full name, DIN, and current position of the director being removed

7. Resolution Text: The formal ordinary resolution text for removing the director

8. Voting Results: Record of votes cast in favor and against the resolution

9. Effective Date: Specification of when the removal becomes effective

10. Certification: Chairman's or Company Secretary's certification of the resolution

What sections are optional to include in a Removal Of Director Resolution?

1. Director's Representation: Include if the director has submitted any written representation regarding their removal

2. Regulatory Compliance: Additional compliance statements for listed companies as per SEBI requirements

3. Appointment of Replacement: If a new director is being appointed immediately to fill the vacancy

4. Legal Proceedings: If there are any ongoing legal proceedings relevant to the removal

5. Additional Resolutions: Any consequential resolutions required due to the removal

What schedules should be included in a Removal Of Director Resolution?

1. Notice of EGM/AGM: Copy of the notice sent to shareholders regarding the meeting

2. Special Notice: Copy of the special notice received from shareholders proposing the removal

3. Director's Written Representation: If received, the written representation from the director being removed

4. Voting Records: Detailed breakdown of the voting results including proxy votes

5. Attendance Register: List of shareholders/members present at the meeting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions



















Clauses















Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Infrastructure

Energy

Telecommunications

Professional Services

Education

Agriculture

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Hospitality

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board of Directors

Executive Leadership

Shareholder Relations

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Compliance Officer

Board Chairman

Director

Corporate Governance Officer

Chief Legal Officer

Board Member

Managing Director

Executive Director

Independent Director

Shareholder Representative

Corporate Secretary

General Counsel

Industries






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