A company can remove a director if he falls under any of the disqualifications laid down by the Companies Act, 2013. These disqualifications include if the director is absent from board meetings over 12 months, has entered into contracts or arrangements against the provisions of Section 184, is disqualified by an order of a court or Tribunal, or is convicted by a court of any offence and sentenced to imprisonment for not less than six months.
The director can be removed by an ordinary resolution before the expiry of his period of office, provided he does not hold office for life. Special notice of any resolution to remove a director must be sent by the company to the director concerned. The director is also entitled to be heard on the resolution at the meeting.
After the ordinary resolution is passed by the Board for removal of a director, a notice is sent to the director. After receiving a reply from the director, a special notice is sent to all the members for approval. After this process, the documents are submitted and an application for removal of a director is filed as DIR-12.