Procedure for removal and appointment of a Company Secretary under the Companies Act, 2013.

A. Introduction
This memorandum provides a professional outline of the legally compliant process for removal and
appointment of a new Company Secretary (CS) in accordance with the Companies Act, 2013.
B. Legal Framework
A Company Secretary may be removed due to:

• Failure to perform statutory duties.
• Misconduct or breach of company policies.
• Loss of confidence by the Board.
• Non-compliance with the Articles of Association or statutory obligations.
• Any other just and reasonable grounds as determined by the Board or shareholders.
  C. Stepwise Procedure

1. Issuance of Notice and Opportunity to Be Heard: – –
   The CS must be given a written notice stating the reasons proposed for removal.
   The CS should be given reasonable opportunity to present their case.
2. Convening a Board Meeting: – –
   The Board of Directors convenes a duly called meeting per the prescribed notice
   requirements.
   Deliberation on the proposed removal, ensuring compliance with the Articles of Association.
3. Passing Board Resolution: – –
   The Board formally passes a resolution for removal, specifying clear reasons.
   The resolution is recorded in the minutes of the meeting.
4. Shareholder Approval (if applicable): – –
   If mandated by the Articles of Association or the nature of employment, a general meeting is
   called.
   A special resolution is passed by shareholders, requiring at least 75% approval if the Articles
   so require.
5. Statutory Filings with Registrar of Companies (RoC): – –
   File e-Form DIR-12 within 30 days of cessation, attaching required documents such as the
   Board/Shareholder resolution and, if provided, the CS’s resignation letter.
   If a special resolution is involved, file e-Form MGT-14 within the prescribed period with
   extracts of the resolution and meeting notice.
6. Communication to Company Secretary: A formal termination letter is issued to the CS stating effective date and authorized reasons for removal.
7. Update of Statutory Registers and Records: –
   The company updates its register of Key Managerial Personnel and any other mandatory
   records to reflect the removal of the company secretary.
   D. Appointment of New Company Secretary – – – –
   Board Meeting: Convene a board meeting and pass a resolution appointing the new CS. The
   resolution should specify the date of appointment and terms of employment.
   Consent and Agreement: Obtain a written consent and execute an employment agreement with
   the new CS, outlining job responsibilities, remuneration, and terms.
   Filing with RoC: File a fresh Form DIR-12 within 30 days of the new appointment, with details
   of the new CS. Register Updates: Update internal registers to record the new appointment.
   E. Conclusion:
   The Companies Act, 2013 mandates a structured, fair, and compliant approach for removal and
   appointment a Company Secretary. Following the procedure above ensures due process is met,
   rights of all parties are preserved, and the company’s statutory and governance obligations are
   fulfilled.