| 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:
|
NOTES
- e-Form DIR 12 to be filed within 30 days from the date of general meeting.
- 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.
Akansha Rathi and Associates (ARACS), Company Secretary Firm in Navi Mumbai is engaged into compliance related services. We have a team of experts who not only possess required skills and experience but also have worked in complex business environment and were engaged in providing complex solutions in terms of providing related Compliance services to our clients.
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