A company can remove a director if he incurs any of the disqualifications specified under the Act, absents himself from board meetings over 12 months, enters into contracts or arrangements against the provisions of section 184, is disqualified by an order of a court or Tribunal, or is convicted by a court of any offence and sentenced to imprisonment for not less than six months.
By ordinary resolution, the director can be removed before the expiry of his period of office, provided he does not hold office for life. Special notice of any resolution to remove a director must be sent by the company to the director concerned. The director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting.
The company should wait for an explanation from him. If no reply is received, special notice must be given and, through members' approval, director can be removed. File the DIR-12 with the Registrar of Companies. Within 10 to 15 days, the director will be removed.