Removal of directors
Section 169 of the Companies Act, 2013 deals with removal of directors. 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: [Provided that an independent director re-appointed for second term unde The Act came into force on 01 Apr 2014.
(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 the period of his office after giving him a reasonable opportunity of being heard:
1[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:]
2[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 appoint 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), 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 need 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 compensation 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.
Section 169, The Companies Act, 2013 (Act 18 of 2013).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
Related judgements & precedents
These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.
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Ratan N. Tata & Ors. v. Nusli N. Wadia & Ors.
Court's Decision & Legal Precedent
DATE VERIFIED Final Order 22.07.2019 (order-6.pdf): Bombay HC examined Tata Sons special notice under Cos s.169(2) r/w s.115 seeking removal of independent director Nusli Wadia; analysed statutory power and procedure for shareholder removal of directors under s.169 including representation rights under s.169(4). Teaching isolate on Cos 169 removal mechanism in a famous board-governance dispute.
On this section: s.169 Removal of directors — special notice, shareholder resolution, and removed director’s representation rights.
The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.
Judgments citing this section
These may be obiter dicta or a precedent, for you to study. These are the judgments where this section is quoted.
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… It appears prima facie even if dividend has not been declared. In that case also, preference shareholders shall have a right to vote in the meeting. 84. Reliance has also been placed on the provisions of section 169(4) of the Companies Act regarding calling of EOGM on requisition. The resolution with respect to EOGM is not in issue in the present case. As such we need not dilate upon the provisions of section 169(4) and the submissions. 85. Coming to the submissions based upon the provisions of section 108 of the Act of …
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… On 15.03.2024, Special Notice for removal of the petitioner, from Directorship was issued by the second Director of the respondent Company under Section 115 of the Companies Act, 2013 and Rule 23 of the Companies (Management and Administration) Rule, 2014 . 8. Again, on 28.03.2024, another Special Notice under Section 169 of the Companies Act, 2013 read with Sub Section (4), was issued by Mr. David Lawrence Greene for removal of petitioner and granted time to the petitioner, to file Representation till 25.04.2024. 9. On 06.04.2024, the petitioner invoked the Arbitration Clause as per Clause 19.4 of Share Holder Agreement dated …
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… Alleging that Dinesh Gupta had mismanaged the affairs of Renu Promoters and had, thereby, rendered himself incapable of continuing as Director of the said Company and liable to be removed under Section 169 of the Companies Act, the requisition sought convening of an EGM for the said purpose. 14.4 On 23rd February, 2018, AGG wrote to Dinesh Gupta and Shreyansh Gupta, with respect to the shareholding of AGG in BDR. It was asserted, in the said communication, that AGG had never transferred, of its own volition, …
Made under this section, and citing it
1 instrument states that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.
Another 7 instruments name this provision in its title or its text without being made under it.
- G.S.R No. 38(E) Companies Appointment and Qualification of Directors Amendment Rules 2023 dated 20.01.2023Rule 2023
- Companies (Appointment and Qualification of Directors) 3rd Amendment Rules, 2018.Rule 2018
- Companies(Appointment and Qualification of Directors) Amendment Rules 2018.Rule 2018
- Companies (Incorporation) Amendment Rules, 2017Rule 2017
- Commencement Notification under Section 1(3) of the Companies Act, 2013 and Notification constituting the Benches of National Company Law TribunalNotification 2016
- Chapter XI - The Companies (Appointment and Qualification of Directors) Rules, 2014.Rule 2014
- The Companies (Appointment and Qualification of Directors) Amendment Rules, 2014Rule 2014
Questions about Section 169
What have the courts held on Section 169 of the Companies Act?
Ratan N. Tata & Ors. v. Nusli N. Wadia & Ors. (22 Jul 2019) is the leading judgment on this section among those set out below: s.169 Removal of directors — special notice, shareholder resolution, and removed director’s representation rights.
How do I find court cases under Section 169 of the Companies Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 169, section 169 Companies Act, section 169 of the Companies Act. People searching for it also type companies act 2013 section 169. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 1 reported judgment on this section is set out on this page, beginning with Ratan N. Tata & Ors. v. Nusli N. Wadia & Ors. (22 Jul 2019).
What should I read with Section 169 of the Companies Act, and has it changed?
Its own text turns on section 149 (Company to have Board of Directors), section 163 (Option to adopt principle of proportional representation for appointment of directors), section 242 (Powers of Tribunal), so none of them can safely be read on its own. The rules and notifications made under it are where it actually bites, and there is one: most recently Companies (Removal of Difficulties) Order, 2018 (2018).
When did Section 169 of the Companies Act come into force?
Section 169 of the Companies Act, cited as Companies Act 169, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.
Other sections of this Act
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.