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of <h1>Removing company directors u/s 169: shareholder resolutions, independent directors' protection, notice requirements and reappointment limits</h1> Section 169 of the Companies Act, 2013 permits a company to remove a director (other than one appointed by the Tribunal under section 242) before expiry of tenure by ordinary resolution, after giving a reasonable opportunity of being heard. An independent director reappointed for a second term can be removed only by special resolution. The provision does not apply where directors are appointed by proportional representation under section 163. Special notice is required for removal and any replacement appointment, and the concerned director has rights to notice, written representation, and to be heard, subject to Tribunal control over abusive or defamatory material. The resulting vacancy may be filled at the same meeting or as a casual vacancy, but the removed director cannot be reappointed by the Board.
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