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 2 42, before the expiry of the period of his office after
giving him a reasonable opportunity of being heard:
4[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:]
5[Provided further that] nothing contained in this sub-section shall apply where the company has availed
itself of the option given to it under section 163 to appoin t 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) in any notice of the resolution given to members of the company, state the fact of the
representation having been made; and
(b) 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),

1. The words “with imprisonment for a term which may extend to one year or” omitted by Act 29 of 2020, s. 34 (w.e.f. 21-12-
2020).
2. Subs. by s. 34, ibid., for “five lakh rupees, or with both” (w.e.f. 21-12-2020).
3. Subs. by Act 1 of 2018, s. 55, for “director shall also forward” (w.e.f. 7-5-2018).
4. The proviso ins. by Notification No. S.O. 768(E), dated 21st February, 2018 (w.e.f. 21-2-2018).
5. Subs. by ibid., for “Provided that”(w.e.f. 21-2-2018).

and if a copy of the representation is not sent as aforesaid due to insufficient time or for the company’s
default, the director may without prejudice to his right to be heard orally require that the representation
shall be read out at the meeting:
Provided that copy of the representation need not be sent out and the representation ne ed not be read
out at the meeting if, on the application either of the company or of any other person who claims to be
aggrieved, the Tribunal is satisfied that the rights conferred by this sub -section are being abused to secure
needless publicity for defamatory matter; and the Tribunal may order the company’s costs on the application
to be paid in whole or in part by the director notwithstanding that he is not a party to it.
(5) 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 (2).
(6) 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.
(7) 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:
Provided that the director who was removed from office shall not be re -appointed as a director by the
Board of Directors.
(8) Nothing in this section shall be taken—
(a) as depriving a person removed under this section of any com pensation or damages payable to
him in respect of the termination of his appointment as director as per the terms of contract or terms of
his appointment as director, or of any other appointment terminating with that as director; or
(b) as derogating from any power to remove a director under other provisions of this Act.