APPLICABLE PROVISIONS

 

Section 169 and 115 of the Act

 

ESTIMATED TIMELINES  

30-35 days

 

 

TYPE OF MEETINGS

 

Board meeting and General meeting
FORMS TO BE FILED  

DIR-12

 

PENALTY FOR NON-COMPLIANCE Any non-compliance with respect to above provisions shall be punishable with fine not less than fifty thousand rupees which may extend to five lakhs rupees.
 

SECRETARIAL STANDARDS                                          

 

To be followed for both conducting the Board and General Meetings as per SS-1 and SS-2

 

PROCEDURE / PROCESS

Sl. No. Particulars Client (“Company”) Timelines
1. Special Notice For the removal of director, a special notice should be served by following number of shareholders:

a. those holding not less than 1% of total voting power or

b. holding shares on which an aggregate sum of not less than INR 5 lakhs has been paid up as on the date of notice. The same should be signed by the concerned shareholder(s).

X
2. Service of notice to the director to be removed On receipt of notice as above, a copy of such notice should be forthwith dispatched to the address of director (proposed to be removed) to seek his written representation if any.

 

Note: The written representation if any received from the director should be enclosed with notice to be circulated to the members of the company

X+1
3. Convene board meeting Company to arrange for signature on notice and agenda and circulate soft copy of the notice and agenda to all directors. X+8
4. Hold board meeting Pass resolution for

1.     Taking note of special notice received for removal of Mr. [•], director

2.     Notice of written representation from Mr. [•] , director (received if any)

3.     To approve the notice calling general meeting  of the company and

4.     Authorize any director to file e-Form DIR 12 with RoC

X+8
5. Convene general meeting Company to circulate the signed notice along with explanatory statement to all directors, members and statutory auditor(s) along with draft minutes. X+8
6. Hold general meeting Pass an ordinary resolution for  removal of director X+30
7. RoC filings Company to provide signed certified true copy and digitally signed e-Form DIR-12 and file with the RoC X+30
8. Minutes and Registers Company to arrange for signature by the chairman of the meeting and to circulate the signed minutes and update the Register of Directors. X+30

 

INFORMATION LIST

The below information/ documents is required to complete the process:

Sl. No. Particulars
1. Copy of special notice and proof of dispatching the special notice to the director
2. Date of board meeting (length of notice to be minimum of 7 days)
3. Date of general meeting (length of notice to be minimum of 21 days)

Date of General Meeting: The general meeting should be convened within 3 months but not earlier than 14 days from the date of receipt of special notice of the members

3. e-Form requirements:

  •  Signed certified true copy of the extract of the resolution passed at the board meeting
  •  letter of removal, if any
  •  certified copy of ordinary resolution
  •  notice and explanatory statement
  • At least one director to possess a valid digital signature.

NOTES

  1. e-Form DIR 12 to be filed within 30 days from the date of general meeting.
  2. Date of General Meeting: The general meeting should be convened within 3 months but not earlier than 14 days from the date of receipt of special notice of the members.

 

 

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