Ordinary Resolution for Removal of Director under Section 169

In accordance with section 169 of the Companies Act, 2013, 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 is required of any such resolution, to remove a director, or to appoint somebody in place of a director so removed, at the meeting at which he is removed.

Ref: Section 115 of the Companies Act and Rule 23 of the Companies (Management and Administration) Rules, 2014

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

SAMPLE #1

Special Business

Item No. ...: Removal of Mr. / Ms. ..................... as Director

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 169 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, Mr./Ms. ..................... (DIN: .................) be and is hereby removed from the office of Director of the company with effect from the date of this meeting.”

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. ...

Your company has received a Special Notice and Requisition dated ............... from (Name of the Member), who holds (number) of equity shares aggregating to ...% of the company's voting capital, for convening an EGM, to consider and if thought fit, to pass an Ordinary Resolution for removal of Mr./Ms. ..............................., a Director of the company, a copy of which is annexed hereto as Annexure ...

Mr./Ms. ........................ is currently holding the position of .............. Director of the company. He /She was appointed as a Executive/Non-Executive Director of the company by the Board on (Date) and by the members at the Annual General Meeting held on (Date). He/She is also a member of the Audit Committee and Nomination & Remuneration Committee of the Board. His/Her attendance on the meetings of the Board and the said committees is mentioned in Annexure ... to this Notice.

In terms of the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Board had on (Date) carried out an annual evaluation of individual Directors, including Mr. /Ms. ............ The evaluation criteria included aspects such as contribution of the individual director to the Board and committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and were based on the self-assessment forms filled in by the Directors and the interactions with all the Directors.

On the basis of the said annual evaluation, the Board of Directors of the company, in their ...th meeting held on (Date) passed a resolution for removal of Mr./Ms. .................., Director with effect from the date of this EGM. The Board of Directors' decision was made keeping in mind the larger interest of the company’s stakeholders.

Ms./Mr. ................. has informed the company that she/he intends to make both, written and oral representation to the shareholders in respect of her/his removal. The company will in terms of Section 169(4) of the Companies Act, 2013, subject to the proviso of the said Section and if the time permits it to do so, circulate the written representation to the shareholders.

Other than Mr./Ms. ....................., none of the other Directors or Key Managerial Personnel of the company or their respective relatives is concerned or interested in the resolution as set out at Item No. ... of the Notice.

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SAMPLE #2

SPECIAL BUSINESS

Item No. ...

REMOVAL OF DIRECTOR - MR./MS. .................:-

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 169 and other applicable provisions, if any, of the Companies Act, 2013, and Rules made thereunder, Mr./Ms. ................... (DIN: .................) be and is hereby removed from his office as the director of the company with immediate effect."


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SAMPLE #3

SPECIAL BUSINESS

Item No. ...

REMOVAL OF MR./MS. ................... (DIN: ..................) AS DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED THAT, pursuant to Section 169 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder, Mr./Ms. ............... (DIN: ...............) who is currently serving as ..............Director of the company, be and is hereby removed from the office of the director of the company with effect from the date of this meeting.

RESOLVED FURTHER THAT any one of the directors of the company be and is hereby authorized to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the foregoing resolution along with filing of prescribed e-form with the Registrar of Companies, .......... and to do all such acts, deeds and things as may be necessary.”


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SAMPLE #4

SPECIAL BUSINESS

Item No. ...

REMOVAL OF MR./MS. ................... (DIN: ..................) AS DIRECTOR

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the Notice received from ..................., a member of the company and in accordance with the provisions of Section 115, 169 of the Companies Act, 2013, and all other provisions applicable, if any, read with the Companies (Management and Administration) Rules, 2014 as may be amended/re-enacted from time to time, and subject to Article .... of the Articles of Association of the company, Mr./Ms. ................, Director of the company be and is hereby removed from the office of the Director of the company with effect from the date of this meeting.

RESOLVED FURTHER THAT Ms. ..................., Managing Director and Mr. ...................., Company Secretary of the company be and is hereby severally authorized to file necessary eform with the Registrar of Companies, .............. and to take all necessary steps as required under Section 169 of the Companies Act, 2013 and to do all such acts, matters, deeds and things as may be necessary for giving effect of the foregoing resolution."


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Relevant Resolution:

Board 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.