The Private Limited Company can remove the director for several reasons, including suspense or expatriation or withdrawal, illness or death, insolvency, disqualification by the Court, or a breach of service contract.

 The reason for a director's discarding will determine the procedure to be followed by the online company. Take into consideration the following circumstances during the scrapping of a director

  1. The director submits his resignation:

 The company's concerned director resigns from the Board of Directors. In this case, the following procedure will be followed to remove the director's name from the board of directors:

· The company will have a Board Meeting after providing seven days' notice to the company's board members.

· The Board of Directors will meet to discuss and determine whether or not to accept the director's resignation.

· Following the Board members' acceptance of the director's resignation, a Board resolution accepting the resignation of the director is passed.

· After the outgoing director has passed the resolution, the outgoing director must file Form DIR – 11 together with the Board Resolution, documentation of presenting the resignation letter, and a copy of the resignation letter.

· The director is responsible for filing DIR – 11 and the company is responsible for filing DIR – 12. Both forms must be filed with the Registrar of Companies along with the required documentation such as a resignation letter and a Board Resolution.

· After submitting all of the paperwork, the director's name will be formally removed from the Company's directors' register on the Ministry of Corporate Affairs website.

 2. The Board can remove a director Suo moto.

The Pvt Ltd online company has the authority to remove a director Suo moto by issuing a special notice under section 169 of the Companies Act, 2013.

 The following is the procedure for removing a director from the company:

To remove a director's data from the Ministry of Corporate Affairs (MCA), a certain protocol must be performed. The following is a step-by-step procedure for directors’ removal.

 Step 1: Issue a Special Notice based on Section 115 of the Companies Act of 2013

The first step is to publish a special notice under Section 115 of the Companies Act of 2013. Special notice must be sent at least 14 days before the meeting, omitting the day on which the notice is served, according to Section 115 of the Companies Act, 2013.

 Step 2: Sending a notice to the company's members

The second step is to notify all of the company's members via a notice to members, similar to how it would be done in the case of a general meeting. The company should make sure that all of its shareholders are notified.

 Step 3: Inform the proposed director that he or she will be removed

The third step is to send an intimation to the proposed director to be removed from the company's board of directors after the corporation has informed Shareholders via notice.

 Step 4: Call a General Meeting to discuss the removal of the director

The fourth and most critical stage is to call a general meeting and obtain the permission of at least 90% of shareholders to remove the proposed director and proceed with the removal process.

 Step 5: An opportunity to have your voice heard

Once shareholders agree in a general meeting to remove a director, the concerned director who is suggested to be removed from the Company's management and control board must be given at least an opportunity to be heard.

 Step 6: Filling up Form DIR-12 with ROC

Once a meeting of shareholders has been called, the next step is to notify the Registrar of Companies (ROC) by completing out form DIR-12 and submitting it to the ROC within 30 days of the meeting's conclusion.

 DIR-12 must include the following documents

1. CTC of the Board of Directors

2. The General Meeting passed a CTC of Ordinary Resolution.

3. The director's copy of the Special Notice will be withdrawn.

4. General Meeting Notice with Explanatory Statement

5. The concerned director has been notified.

 Step 7: Appointment of Directors in the Situation of a Casual Vacancy

When a director is removed, it is unavoidable that a casual vacancy emerges as a result of his dismissal; therefore, any company must fill this casual vacancy concurrently with the director's resignation.

 Step 8: Notification of director appointment due to casual vacancy

When a company makes a provision for the appointment of a new director due to a casual vacancy, it is essential to notify the ROC using e-form DIR-12 within 30 days of the general meeting date.

 3. Failing to attend all the Board Meetings:

According to section 167 of the Companies Act, 2013, if a director does not attend a board meeting for 12 months, beginning on the day he was absent at the first board meeting and after giving due notice for all meetings, it will be assumed that he has dismissed from the office, and a Form DIR – 12 will be filed in his name, and his name will be removed from the Ministry of Corporate Affairs.

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