Vetri Audit - MCA - Appointments or Removal of Director

At VETRI AUDIT SERVICES PRIVATE LIMITED, we provide end-to-end compliance services for the appointment and removal of directors in accordance with the Companies Act, 2013. Whether you're forming a new company or restructuring your existing board, we ensure a legally sound and smooth process.

Step-by-Step Process for Appointment (Other than First Directors):

1

Obtain DIN (Director Identification Number)

Mandatory for all directors.

2

Obtain Consent (Form DIR-2)

Written consent to act as a director.

3

Convene a Board Meeting

To propose the director’s appointment.

4

Convene a General Meeting

To approve the appointment by passing an ordinary resolution (or special resolution if required).

5

ROC Filing (Form DIR-12)

File the appointment with the Registrar of Companies within 30 days.

Removal of Directors

Director removal is governed under Section 169 of the Companies Act, 2013. A director can be removed before the expiry of their term by shareholders.

Governing Section

Section 169 - Removal of directors by shareholders

Process for Removal of a Director

Special Notice: Issued by a member holding ≥1% voting rights or shares worth ₹5 lakhs, at least 14 days before the meeting.
Notification to Stakeholders: The Company must notify all shareholders and the concerned director. The director has the right to be heard before removal.
General Meeting: Pass an ordinary resolution to remove the director.
ROC Filing: Submit Form DIR-12 within 30 days of removal.

Exceptions to Removal

Directors appointed by the Tribunal under Section 242 (in cases of oppression/mismanagement)
Nominee Directors appointed by financial institutions or government bodies cannot be removed by shareholders.

Commonly Used MCA Forms

Form	Purpose
DIR-2	Consent to act as a director
DIR-12	Appointment, resignation, or removal of a director
MGT-7 / MGT-7A	Annual return (includes current list of directors)

Quick Legal Compliance Notes:

Minimum Number of Directors: One Person Company (OPC): 1 director
Minimum Number of Directors: Private Limited Company: 2 directors
Minimum Number of Directors: Public Limited Company: 3 directors
Maximum Number of Directors: 15 (can be increased by special resolution)
Resident Director Requirement: At least one director must have stayed in India for ≥182 days in a financial year.

Need Expert Support?

VETRI AUDIT SERVICES PRIVATE LIMITED can help you manage the entire lifecycle of director appointments and removals—from drafting resolutions and filings to regulatory compliance. Contact us today for professional assistance.

Appointments or Removal of Director

Appointment and Removal of Directors in India