Shareholders can remove a director before their term ends by an ordinary resolution under Section 169 of the Companies Act, 2013, after giving special notice. The director must receive a copy of the notice and has the right to be heard and to make written representations. After removal, the company files DIR-12 within 30 days.
When it applies
For directors other than those appointed by the Tribunal, and subject to rules for independent directors.
Process
- Members give special notice.
- Company sends notice to the director.
- Board calls general meeting.
- Director is heard.
- Ordinary resolution passed.
- File DIR-12.
Director's rights
To make representations circulated to members and to be heard at the meeting.
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Get expert help →Disputes
Removed directors may challenge procedure or allege oppression before the Tribunal.
Frequently asked questions
Can the board remove a director?
No. Removal is by shareholders under Section 169.
Is compensation payable?
The director may claim compensation under their contract.
Can a removed director be reappointed?
Not as a director by the board in the same term, subject to rules.
What is vacation of office?
Under Section 167, office is vacated automatically on disqualification or absence from meetings.
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