In March a SaaS founder from Salt Lake Sector V called us about a stuck funding round. His fellow director had moved abroad two years earlier, had stopped answering mail, and the investor's lawyers wanted a clean board record before signing anything. Nobody had reported the exit to the Registrar. The fix was not dramatic: a properly minuted departure, a DIR-12 on the MCA V3 portal, and an updated master data page. The ROC West Bengal approved it in 6 working days.
That call is typical. Director removal in Kolkata is a small filing with a strict clock, and most of the pain we see comes from companies that sat on it. This page covers the local side: where your form actually goes, what delay costs, and what LegalX India does for ₹1,499.
What counts as a director exit, and when is DIR-12 due?
Any change on your board must reach the Registrar within 30 days of taking effect. A resignation, a removal by shareholders, a death in office: each is reported on Form DIR-12, filed online through the MCA V3 portal. For a company registered anywhere in West Bengal, the reviewing office is the ROC West Bengal, which sits in the A.J.C. Bose Road area of Kolkata. Nobody visits it for this work. The e-form travels, you do not.
Removal by shareholders runs under Section 169 of the Companies Act 2013, with a special notice and a chance for the director to be heard. The mechanics of that route, the notice periods and the director's rights are set out in the full director removal process nationwide. What this page adds is the Kolkata layer around the filing itself.
Which Kolkata companies have to file this?
Every private limited company and OPC on the West Bengal register, whatever its size or age. In practice, four situations bring Kolkata companies to us:
- Tech and SaaS companies in Sector V where a founding director has exited and investors want the board record settled before term sheets are signed.
- Restaurant and retail brands around Park Street replacing a family member on the board as outside managers come in.
- Older family companies in Bowbazar and Burrabazar moving a senior generation off the register while the next one takes charge.
- Companies that ignored a resignation for months and have now noticed the unreported change during a loan or tender check.
One caution for small boards: a private limited company must keep at least 2 directors at all times, and an OPC at least 1. If the exit would drop you below that floor, we appoint the replacement in the same filing cycle.
What does a late DIR-12 actually cost you?
The Registrar does not send a warning first. Once the 30 day window closes, an additional fee ladder applies automatically on top of the normal form fee, and it climbs quickly:
| When DIR-12 is filed | Fee on the form |
|---|---|
| Within the 30 day window | Normal fee only |
| Up to 30 days late | 2 times the normal fee |
| 31 to 60 days late | 4 times the normal fee |
| 61 to 90 days late | 6 times the normal fee |
| 91 to 180 days late | 10 times the normal fee |
| Beyond 180 days late | 12 times the normal fee |
The rupee amounts stay small for most private companies. The indirect cost is the real problem. Stale board records surface during bank KYC refreshes, tender submissions and investor due diligence, always at the worst possible moment. Meanwhile the person who left keeps appearing as your director on public master data, which few departed directors enjoy.
How do we file the removal for you?
The whole engagement runs online, whether your registered office is in Sector V, Howrah or anywhere else in West Bengal. Our sequence:
- A company secretary reviews your situation on a call and confirms the route: acceptance of a resignation, or a shareholder driven removal.
- We draft the board resolution, the acceptance or removal papers and the minutes, matched to your actual dates.
- You sign digitally, and we file DIR-12 on the MCA V3 portal under a continuing director's DSC.
- We file DIR-11 for the outgoing director where they want their own record of the resignation on file.
- We track the SRN until approval and send you the filed form, the challan and a master data screenshot showing the change.
For a plain resignation the ROC side usually clears within our 5 to 7 day service window once documents are in. A contested removal takes longer because the general meeting notice period sits in the middle of it.
What will we ask you to send?
Less than most clients expect. For a standard resignation case:
- The resignation letter, signed and dated by the outgoing director.
- Your CIN, the 21 character number on your incorporation certificate that carries WB for every West Bengal company.
- The DSC of a director who is staying on, for signing the e-form.
- Board meeting details: date, place and who attended.
- Copies of earlier DIR-12 acknowledgements if past board changes were filed late or wrongly.
For a shareholder driven removal we also build the special notice trail. We list those extra items on the consultation call rather than here, because they depend on your shareholding pattern.
What does director removal cost in Kolkata?
LegalX India charges ₹1,499 for a standard director exit, covering the drafting, both MCA filings where needed and the confirmation work at the end. The normal government fee on DIR-12 depends on your authorised capital and stays modest. What genuinely inflates budgets is delay, because the multiplier ladder above applies to every late company, Kolkata or otherwise.
A removal resisted by the director is quoted separately after the first call, since the notice drafting and meeting work is heavier. Either way you get the full number before we start, not after.
What else needs updating in Kolkata once a director leaves?
The ROC filing is the legal core, but a director's exit ripples through records the MCA never sees, and this is the part Kolkata companies most often miss.
Banks come first. If the outgoing director signed on your account, the branch will want your fresh board resolution, and often the filed DIR-12, before dropping the signatory. Update GST next. Where the exiting director was your authorised signatory, change that on the GST portal so departmental queries stop routing to a person who has left. Payroll deserves a look too. profession tax here tops out at ₹2,500 a year per person, and the salary slabs peak at ₹200 a month. A director who drew a salary should drop out of that deduction sheet from the month after exit.
Finally, verify the public record. We check master data for every client from our Barasat office and send a screenshot, because an approved SRN with an unchanged public page does occasionally happen and is worth catching early.
Why do Kolkata companies route this through LegalX India?
Because a filing this small should not consume your week. We work from Bidhan Park, Taki Road in Barasat, on the northern edge of the Kolkata metropolitan area, and we run director changes for companies across the city, from Sector V tech firms to Park Street brands. You get a CS reviewed set of papers, filing inside the 30 day deadline, and a person on the phone who has answered the ROC West Bengal's queries before.
Call +91 96356 85435 or request a callback; we respond within 30 minutes and tell you on that first call exactly which route your company needs.