Change in Director

Directors are typically appointed, in accordance with the relevant provisions of the Companies Act 2013, by the company’s shareholders, to oversee the day-to-day operations efficiently. They have a fiduciary duty to the company and its shareholders, ensuring that its affairs are managed in a manner conducive to success, profitability, and the enhancement of its reputation. Changes in directorship can occur as necessary, either voluntarily or in response to demand. Demand may arise due to the need for expertise on the board or due to the resignation or passing of an existing director.  

Addition of a Director

1. Board Meeting:
   • Directors must receive notice regarding the meeting agenda at least 7 days in advance, sent to their respective registered addresses.
   • A Board Resolution is passed to convene a General Meeting, during which the appointment of the director is to be decided.
   • Shareholders are notified of the meeting particulars, including the agenda, date, time, and venue.
2. Annual General Meeting or Extraordinary General Meeting: Following the Board Meeting, the appointed individual responsible for circulating the notice regarding the General Meeting (“GM”) may issue notices to the following parties:
   • Directors
   • Shareholders
   • Auditors
   Notice to the GM must be provided not less than 21 days prior to the scheduled date of the meeting. However, a shorter notice period can be permitted only if consent is obtained from not less than 95% of the members entitled to vote at the meeting. Such consent can be obtained through either:
   • Written communication, or
   • electronic mode
   During the GM, the resolution will be passed subject to the approval of the shareholders. Form DIR-12 must be submitted to the Registrar within 30 days of the appointment date. Prerequisites for being a director include:
   • Director Identification Number (DIN)
   • Digital Signature Certificate (DSC)

Resignation of a Director (Section 168 of the Companies Act 2013)

When a director resigns, they must provide written notice to the company detailing the reasons for their resignation. Upon receiving the resignation notice, the Board of Directors must present it to the shareholders during the General Meeting for their information. The resignation of the director must be included in the director’s report presented to the shareholders during the General Meeting. The company is required to file Form DIR-12 with the Registrar within 30 days from the resignation date. The resignation’s effective date is the latest of:

• The date the company receives the resignation notice.
• The date specified in the notice.

The director must submit Form DIR-11, along with the prescribed fees, including a copy of their resignation notice and detailed reasons for resigning, to the Registrar of Companies (“RoC”) within 30 days from the resignation date.

Removal of a Director (Section 169 of the Companies Act 2013)

The removal of a director occurs only before the expiration of their term. This can be achieved by passing an ordinary resolution during the General Meeting of shareholders, provided the director has been given a fair opportunity to be heard beforehand. Notice of the resolution A notice of the resolution for the removal of the director will be distributed to all relevant parties at least 7 days prior to the meeting. In cases where delivery of the notice is not feasible due to unavoidable circumstances:

• Publication in newspapers (one in English and another in the regional language) is acceptable.
• The notice must also be posted on the company’s website.

Upon receipt of this notice, the company must provide a copy to the concerned director. The director will then have the right to be heard at the General Meeting where the resolution is to be considered. Written Representation

• The director has the option to submit a written representation against their removal.
• Additionally, they may request that this representation be circulated to all members.
• A notice concerning this request must be issued to the members.
• In cases where circulation is not feasible, the director may request that it be read aloud during the meeting

  Filing with the ROC Form DIR – 12 must be filed with the Registrar within 30 days from the date of the director’s resignation. This submission should include the requisite fees and necessary attachments.

Form DIR – 11

This form is to be filled out to notify the Registrar of the director’s resignation. The following details are required to be entered:

• Details of the company.
• Director Identification Number (DIN) of the resigning director.
• Date of resignation filed with the company.
• Reasons for resignation.

Attachments:

• A notice of resignation was filed with the company.
• Proof of dispatch.
• Acknowledgement received from the company, if any.
• Any other optional attachments.

Despite the company’s continuity facilitated by perpetual succession and separate legal entity characteristics, it is obligated to comply with the regulations of the Companies Act, 2013, and the specified rules. This entails filing the relevant forms within the prescribed timeframe with the relevant authorities.

Form DIR – 12

This form is to be submitted with the particulars regarding the appointment of directors and key managerial personnel, as well as any changes among them. The following details need to be entered:

• Details of the company.
• Information regarding the number of directors, managers, etc.
• The date of cessation or appointment, as applicable.
• Respective Director Identification Numbers (DINs) and Digital Signature Certificates (DSCs) are to be affixed where necessary.

Attachments:

• Declaration of the director to be appointed.
• In case of removal or resignation:
• Notice of resignation.
• Evidence of cessation.
• Any other optional attachments.