How to Remove a Director under Companies Act 2013

The process to remove director is covered by section 169

To which all situations does this section does not apply

Director appointed by the Tribunal under section 242

Where the company has availed itself of the option given to it under section 163 to appoint not less than two-thirds of the total number of directors according to the principle of proportional representation

What is the process of removing the directors

• 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.
•  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.
• 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
•   in any notice of the resolution given to members of the company, state the fact of the representation having been made; and
•  send a copy of the representation to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representation by the company)
• A vacancy created by the removal of a director under this section may, if he had been appointed by the company in general meeting or by the Board, be filled by the appointment of another director in his place at the meeting at which he is removed, provided special notice of the intended appointment has been given under sub-section
• A director so appointed shall hold office till the date up to which his predecessor would have held office if he had not been removed.
• If the vacancy is not filled under sub-section (5), it may be filled as a casual vacancy in accordance with the provisions of this Act