Section 169. Removal of directors
(1) A company may, by ordinary resolution, remove a director, not being a director appointed by the Tribunal under section 242, before the expiry of his period of office after giving him a reasonable opportunity of being heard:
Provided that an independent director re-appointed for a second term under section 149(10) shall be removed only by special resolution and after giving him a reasonable opportunity of being heard.
Provided further that this sub-section shall not apply where the company has availed itself of the option under section 163 to appoint not less than two-thirds of its directors according to 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.
(3) On receipt of notice of a resolution to remove a director, the company shall forthwith send a copy thereof to the director concerned, who shall be entitled to be heard at the meeting.
(4) Where the director makes written representation and requests its notification to members, the company shall, subject to the prescribed time and the Tribunal’s power to prevent abuse, circulate the representation or read it at the meeting.
(5) A vacancy created by removal may be filled by appointing another director at the meeting at which the director is removed, provided special notice has been given.
(6) A director so appointed shall hold office till the date up to which his predecessor would have held office.
(7) If the vacancy is not filled, it may be filled as a casual vacancy. The removed director shall not be re-appointed by the Board.
(8) Nothing in this section deprives a removed director of compensation or damages payable under his contract or derogates from any other power to remove a director under the Act.
