Change in Director
Directors are typically appointed in accordance with the relevant provisions of the Companies Act 2013, by the company’s shareholders, with the aim of ensuring the effective day-to-day operations of the company. They bear a fiduciary responsibility to the company and its shareholders, signifying that they are obligated to manage the company’s affairs in a manner that promotes success and profitability, ultimately enhancing the company’s image and reputation.
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Changes in the directorship of a company can occur as necessary, either voluntarily or in response to a demand. Demand for a change may arise when there is a need for expertise on the board or due to the resignation or death of an existing director.
Categories of Directors in a Company
Managing Director:
Whole-time Director or Executive Director:
Ordinary Director:
Additional Director:
Alternate Director:
Professional Director:
Nominee Director:
Appointment of a Director
Board Meeting:
- Directors must receive notice of the meeting agenda at least 7 days before the scheduled date, sent to their respective registered addresses.
- The Board needs to pass a resolution to convene a General Meeting, where the appointment of the director will be discussed.
- Shareholders must be informed of the meeting details, including agenda, date, time, and venue.
Annual General Meeting/Extraordinary General Meeting: Following the Board Meeting, the appointed person responsible for circulating the notice for the General Meeting (“GM”) should notify the following parties:
- Directors
- Shareholders
- Auditors
The GM notice should be issued at least 21 days before the scheduled date. However, a shorter notice may be given with the consent of at least 95% of the members entitled to vote, obtained through either written or electronic means. The resolution will be passed at the GM, subject to shareholder approval.
Submission of Form DIR – 12 to the Registrar is required within 30 days from the date of appointment.
Prerequisites for Directorship:
Director’s Resignation (Section 168 of the Companies Act 2013)
Upon receiving the director’s notice, the Board of Directors is obligated to present it in the General Meeting for shareholders’ awareness. The information about the director’s resignation must also find a place in the directors’ report presented to the shareholders during the General Meeting.
To complete the formalities, the company is required to submit Form DIR – 12 to the Registrar within 30 days from the resignation date.
The effective date of resignation is determined as the later of:
• The date on which the company receives the resignation notice.
• The date specified in the notice.
The resigning director must submit Form DIR – 11, accompanied by the prescribed fees, within 30 days from the resignation date. This submission includes a copy of the resignation notice and a comprehensive explanation of the reasons behind the decision to the Registrar of Companies (“RoC”).
Director’s Removal (Section 169 of the Companies Act 2013)
The removal of a director can only occur before the expiration of their term. This process involves passing an ordinary resolution during a General Meeting of the shareholders, but not before providing the director with a fair opportunity to be heard.
a) Notice of the Resolution:
b) Written Representation:
c) Filing with the ROC:
Obligation of a Resigning Director
When a director decides to resign from their position, they can do so by submitting a written notice to the Board of Directors. Communication through email or a formal letter to the company is considered a valid mode of conveying the resignation.
Additionally, a copy of the resignation, along with a comprehensive explanation for resigning, must be forwarded to the Registrar of Companies using Form DIR-11. This submission should be made within 30 days from the date of resignation, accompanied by the prescribed fees as per the Companies Rules, 2014.
Effective Date of Resignation: The resignation takes effect from the date on which the company receives the notice, or any specified date mentioned by the director. The effective date aligns with the cessation date entered in Form DIR-12.
With DIR-11, the resigning director is required to attach the following documents:
- Notice of resignation submitted to the Company (the resignation letter can also be attached).
- Proof of dispatch of the resignation letter.
- If an acknowledgment has been received from the Company, it is mandatory to include it if the director has selected ‘Yes’ in Form DIR-11.
- Additional information can be provided as optional attachments.
Company’s Obligations
As per Rule 15 of the Companies Rules, 2014, the Registrar must be informed through Form DIR12 within 30 days from the date of receiving the resignation.
The resignation should be explicitly stated in the Director’s report during the annual general meeting, and this information should also be made available on the company’s website.
While filing DIR1, the company is mandated to attach the following documents:
• The notice of resignation (mandatory)
• Evidence of cessation (either the board resolution or the acceptance letter can be attached)

Process for the Removal of a Director
A company holds the authority to remove its directors before their term expires, a power vested in the shareholders. Here, we will discuss the procedure for removing company directors, emphasizing that non-compliance with any step can render the decision void if challenged in court.
Director’s Liability Following Resignation
Nevertheless, the Director remains accountable for any offenses that took place during their tenure as a director of the company.
Form DIR – 12
• Company details
• Information about the number of directors, managers, etc.
• The date of cessation or appointment, as applicable.
• Inclusion of respective Director Identification Numbers (DINs) and Digital Signature Certificates (DSCs) where required.
• Declaration from the director being appointed.
• In cases of removal or resignation:
• Notice of resignation.
• Evidence of cessation.
• Any other optional attachments.
Form DIR – 11
• Company particulars.
• Director Identification Number (DIN) of the resigning director.
• Date when the resignation was filed with the company.
• Reasons for the resignation.
• Copy of the resignation notice submitted to the company.
• Evidence of dispatch.
• Any acknowledgment received from the company, if applicable.
• Any other optional attachments.
Even though a company enjoys perpetual succession and separate legal entity status, it must comply with the regulations outlined in the Companies Act, 2013, and the specified rules by submitting the relevant forms to the appropriate authorities within the prescribed timeframe.
Sadique and Ameen Associates, skilfullymanoeuvres through the complex landscape of directorship changes and resignations, ensuring strict compliance with the Companies Act 2013. Their commitment is visible in the careful processes for appointing, resigning, or removing directors, coupled with the timely submission of necessary forms to the Registrar of Companies. As specialists in managing these crucial aspects, Sadique and Ameen Associates showcase a dedication to upholding legal standards and corporate governance for their clients.