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Board Resolution for Removal of Director Due to Disqualification

In accordance with the provisions of section 167(1)(a) of the Companies Act, 2013, the office of a director shall become vacant in case he incurs any of the disqualifications specified in section 164; Provided that where he incurs disqualification under sub-section (2) of section 164, the office of the director shall become vacant in all the companies, other than the company which is in default under that sub-section.
board resolution for removal of director due to disqualification

So, technically, there is no need to remove a director who is already disqualified under section 164 and whose office of directorship in the company is automatically vacated (with the exception as mentioned above).

So, once the office of the director is vacated, the Board should take note of the same in their ensuing meeting and necessary eform should be filed with the ROC within the due date.

Templates of board resolution for removal of director due to disqualification are as follows—


SAMPLE #1
[Disqualified under sub-section (1) of section 164]

#. To take note of the vacation of office of Mr./Ms. ...................., Director

"RESOLVED THAT the office of Mr./Ms. ...................., Director of the company has become vacant, with effect from (Date), as he/she has incurred one of the disqualifications specified in sub-section (1) of section 164 of the Companies Act, 2013, i.e. .....................

RESOLVED FURTHER THAT Mr./Ms. ................., (Designation) be and is hereby authorised to file necessary e-form with the Registrar of Companies, .......... and to do all such acts, deeds and things as may be necessary in this regard."


SAMPLE #2
[Disqualified under sub-section (2) of section 164]

#. Vacation of office of Mr./Ms. ...................., Director due to disqualifications

"RESOLVED THAT pursuant to the provisions of section 164(2) of the Companies Act, 2013, it is hereby noted that due to non-filing of financial statements or annual returns for any continuous period of three financial years in one of the companies where Mr./Ms. .................... is a Director, he/she has incurred disqualification as a director and his/her office of directorship in the company has become vacant w.e.f. (Date).

RESOLVED FURTHER THAT Mr./Ms. ................., (Designation) be and is hereby authorised to file necessary e-form with the Registrar of Companies, .......... and to do all such acts, deeds and things as may be necessary in this connection."


SAMPLE #3
[Disqualified under sub-section (3) of section 164] [In the case of Private company]

"RESOLVED THAT pursuant to the provisions of sub-section (3) of section 164 of the Companies Act, 2013, the office of Mr./Ms. ...................., Director of the company has become vacant, with effect from (Date), as he/she has incurred one of the disqualifications specified in Article ... of the Articles of Association of the company, i.e. .......................

RESOLVED FURTHER THAT Mr./Ms. ................., (Designation) be and is hereby authorised to file necessary e-form with the Registrar of Companies, .......... and to do all such acts, deeds and things as may be necessary in this regard."



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NOTE: These resolution samples here are only for your reference to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

Comments

  1. Jitender Singh10/19/2019

    Useful resolution format.

    ReplyDelete

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