Companies Act, 2013

Section - 169 - Removal of directors

Removal of directors.

169. (1) A company may, by ordinary resolution, remove a director, not being a director appointed by the Tribunal under , before the expiry of the period of his office after giving him a reasonable opportunity of being heard:

[Provided that an independent director re-appointed for second term under sub-section (10) of section 149 shall be removed by the company only by passing a special resolution and after giving him a reasonable opportunity of being heard:]

[Provided further that] nothing contained in this sub-section shall apply where the company has availed itself of the option given to it under to appoint not less than two-thirds of the total number of directors according to the principle of proportional representation.

(2) A special notice shall be required of any resolution, to remove a director under this section, or to appoint somebody in place of a director so removed, at the meeting at which he is removed.

(3) On receipt of notice of a resolution to remove a director under this section, the company shall forthwith send a copy thereof to the director concerned, and the director, whether or not he is a member of the company, shall be entitled to be heard on the resolution at the meeting.

(4) Where notice has been given of a resolution to remove a director under this section and the director concerned makes with respect thereto representation in writing to the company and requests its notification to members of the company, the company shall, if the time permits it to do so,-

(a)

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