Draft Board Resolution for removal of Director under section 169

Section 169 of the Companies Act, 2013 contains provisions regarding removal of directors of the companies.

A company may, by ordinary resolution, remove a director, not being a director appointed by the Tribunal under section 242, before the expiry of the period of his office after giving him a reasonable opportunity of being heard.

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

Further refer section 115 of the Companies Act and rule 23 of the Companies (Management and Administration) Rules, 2014 to know in detail the provisions regarding special notice.

Templates of board resolution for removal of director under section 169 are as under—

SAMPLE #1

#. Special notice from a member for removal of ....................., Director

“RESOLVED THAT in accordance with the provisions of section 115 of the Companies Act, 2013, the special notice received from (Name of the Member), a member of the company, who holds ..% of total voting power of the company, wherein the resolution given for removal of Ms./Mr. ..............., Director under section 169 of the Companies Act, 2013, be included as an item of special business in the agenda for the Extra-ordinary General Meeting which be held on (Day), (Date) at (Time), at (Venue).

RESOLVED THAT the consent of the Board be and is hereby given, subject to the approval of the members, for the removal of Ms./Mr. ............... as a Director of the company with effect from the ensuing Extra-ordinary General Meeting scheduled to be held on (Date).

FURTHER RESOLVED THAT Mr./Ms. ...................., (Designation) be and is hereby authorised to issue the notice of the said general meeting to the members of the company as per the draft placed before the Board and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution.”

SAMPLE #2

#. Special notice from a member for removal of ....................., Director

“RESOLVED THAT pursuant to the provisions of Sections 115 and 169 of the Companies Act, 2013 and the relevant rules made thereunder, including any modifications thereto, Ms./Mr. ......................., a Director of the company, in respect of whom the company has received a special notice from Mr./Ms. ........................, a member, holding .... % voting power, proposing the removal of Ms./Mr. ....................... from the office of Director of the company, be and is hereby removed from the directorship of the company and that the resolution of removal of Mr./Ms. ................., Director be included as an item of special business in the agenda for the Extra-ordinary General Meeting scheduled to be held on (Date).”

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Relevant Resolution:

Ordinary Resolution for Removal of Director under Section 169 - available format

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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.