• Incur any of the disqualifications specified under the Companies Act
• Absent themselves from board meetings over 12 months
• Enter into contracts or arrangements against the provisions of Section 184 of the Companies Act
• Disqualified by an order of a court or tribunal
• Convicted by a court of any offence and sentenced to imprisonment for not less than six months
• Not abided by the terms and protocols mentioned in the Companies Act of 2013
• Resigned voluntarily from their position.

1. Notice of Board Meeting: The first step in the removal of a director is to hold a board meeting and pass a resolution for the removal of the director. A notice of the board meeting must be sent to all the directors of the company, and the resolution must be passed with a majority vote.
2. Special Notice to Director: A special notice must be sent to the director who is being removed. This notice should contain the reasons for the removal of the director, along with a copy of the board resolution.
3. Resignation Letter: If the director being removed wishes to resign voluntarily, a resignation letter should be obtained and filed with the MCA.
4. Form DIR-12: It is used to file the details of the removal of the director with the MCA. This form must be filed within 30 days of the removal of the director.
5. Board Resolution: Certified resolution passed in favour of the director removal should be prepared and file directly with the MCA.
6. Declaration by Director: A declaration must be obtained from the director being removed stating that they have no objection to the removal.

1. Removal of director – When the Directors Tender Their Resignation
The steps to be followed in this scenario are:
Step 1: Holding a board meeting by giving seven days of clear notice
Step 2: In the meeting, the board members will take note of the resignation
Step 3: Then they have to pass a resolution in a particular format to that effect
Step 4: Form DIR-11 needs to be filed by the resigning director in his individual capacity
Step 5: The company has to file Form DIR-12 with the registrar of companies (RoC) along with the registration letter and the board resolution
Step 6: When all the forms are filled and the formalities for the Removal of Director are done, the name of the director will be removed from the master data of the company on the Ministry of Corporate Affairs (MCA) website.

2. Director Remains Absent from the Board Meetings for 12 Months
Step 1: If a director absents himself from all the meetings of the removal of board of directors held over a period of twelve months, with or without seeking leave of absence from the board, they are considered to have vacated their office as per Section 167
Step 2: Form DIR-12 must be filed
Step 3: Upon completion of the formalities, the concerned director’s name will be removed from the database of MCA.

3. Removal of Director by Shareholders
Step 1: A notice is sent to all the shareholders for a board meeting required to be conducted within seven days from the date of the issue.
Step 2: A resolution is passed to have a general meeting and then for the director removal, subject to the approval of the shareholders on the day of the meeting.
Step 3: After providing a 21-day notice, the second meeting of shareholders is held to vote on the resolution passed earlier and who is being removed as the director by shareholders will be allowed to speak on their removal.
Step 4: The shareholders must file Form DIR-12, along with the attachments of the board resolution, and an ordinary resolution.
Step 5: Once all the formalities are over, the name of the concerned director is removed from the database of MCA and its website.