How to remove a director under section 169 of the Companies Act: a step-by-step guide

Part four of the LexNova series explores the complex process of director removal under section 169 of the Companies Act. When resignation is not an option and a director becomes a governance liability, learn the procedural requirements, strategic considerations, and practical challenges of removing a director through shareholder resolution.

Introduction: Trouble in the Boardroom

“I am not trying to be dramatic, but we might have a serious problem.”

Anjali Kapoor’s voice carried an unusual tension as she entered the conference room where the remaining directors—Arjun, Meera, and Ravi—were conducting their weekly strategy session. Vikram was notably absent, which had become increasingly common.

In her 8 months as LexNova’s Head of Legal, she had navigated founder resignations and investor appointments with calm efficiency. But today was different.

“What kind of problem?” Arjun asked, looking up from his laptop, where he had been reviewing their upcoming product launch metrics.

Anjali set her tablet on the table and pulled up a screenshot. “Vikram Desai posted this on X yesterday evening.”

The screenshot showed a lengthy Twitter thread from Vikram, their former angel investor, who had remained on the board as a non-executive director even after Indus Ventures’ nominee appointment.

The thread was titled: “Why LexNova’s Middle East Expansion is a Strategic Mistake.“

Meera leaned forward, reading aloud: “‘Having advised LexNova for two years, I am concerned about their rushed international expansion. The team lacks regional expertise and may be overextending…’” She looked up, incredulous. “He is publicly questioning our strategy? With specific details about our expansion timeline?“

“There is more,” Anjali continued, scrolling through the thread. “He mentions our Series A valuation, discusses our technology limitations, and even references our internal debates about hiring decisions. Information that should never leave the boardroom.“

Ravi Kapoor, the Indus Ventures nominee who had been quietly taking notes, finally spoke. “This is not just inappropriate—it is a governance crisis. If directors can publicly air internal debates, no board discussion will ever be candid again.“

The room fell silent as the implications sank in.

This was not Vikram’s first concerning behaviour. Over the past two months, the founders had noticed troubling patterns:

He had started arriving late to board meetings and derailing discussions with personal grievances about equity dilution.
Last month, Sanjay (CFO) discovered Vikram had shared LexNova’s competitive analysis with a startup in the legal tech space—a company where his nephew worked.
His recent contributions to board discussions had become increasingly negative and unconstructive.

“Remember our board meeting three weeks ago?” Meera recalled. “He spent forty minutes complaining about not being consulted on the Bangalore office lease, even though property decisions are not board matters.“

Arjun ran his hands through his hair—a habit that emerged whenever LexNova faced unexpected challenges. “When Rahul resigned, it was clean. Personal circumstances, mutual respect, and proper transition. This feels… messier.” (click here to see the article covering the procedure for the resignation of Rahul from LexNova)

“Much messier,” Anjali agreed. “Resignation is a unilateral right. But Vikram clearly has no intention of stepping down voluntarily. If we want him off the board, we will need to remove him.“

“Can we do that?” Ravi asked. “I mean, legally speaking?“

Anjali nodded slowly. “Yes, under section 169 of the Companies Act. But it is not simple. Removal requires a shareholders’ resolution, specific procedural steps, and—most importantly—we need to be prepared for pushback. Vikram would not go quietly.“

The weight of the situation was becoming clear.

Unlike Rahul’s graceful exit, this would be LexNova’s first experience with contentious governance. They were about to discover that removing a director is not just a legal process—it is a test of the company’s institutional strength.

“What are we looking at in terms of process?” Arjun asked, shifting into problem-solving mode.

“Section 169 requires special notice from shareholders, a general meeting, and proper procedural safeguards for Vikram,” Anjali explained. “We will need to follow every step precisely because he will likely challenge any procedural gaps.“

Meera looked concerned. “How does this look to Indus Ventures? A public dispute with a board member right before our product launch?“

Ravi considered this carefully. “From an investor perspective, governance integrity matters more than avoiding conflict. If we handle this professionally and by the book, it actually demonstrates maturity. But if we let it fester…“

He did not need to finish the sentence. Everyone understood that board dysfunction could undermine investor confidence, employee morale, and business relationships.

“There’s also the reputational aspect,” Anjali added. “Vikram’s Twitter thread has already been shared in legal tech circles. We need to manage the narrative while respecting the legal process.“

Arjun stood up and walked to the whiteboard—his usual thinking spot. “Okay, so we are not just removing a director. We are managing a crisis that affects investor relations, employee confidence, competitive positioning, and public perception.“

“Exactly,” Anjali confirmed. “This is where company law becomes as much about strategic communication as legal compliance.“

The founders exchanged glances. They had built LexNova through technical innovation and market insight. Now they were about to learn that successful companies also require the ability to make difficult governance decisions under pressure.

“Walk us through what Section 169 actually requires,” Meera requested. “If we are going to do this, we need to understand exactly what we are committing to.“

Anjali opened her laptop. “Director removal is one of the most procedurally complex areas of company law. Every step has to be perfect because the stakes—legal, financial, and reputational—are significant.“

As she began outlining the legal framework, nobody in the room doubted they were crossing a threshold. LexNova was about to move from managing routine governance to navigating the kind of conflict that tests a company’s institutional resilience.

The question was not just whether they could remove Vikram legally—it was whether they could do so in a way that strengthened rather than weakened their corporate governance foundation.

Legal framework: Section 169 of the Companies Act, 2013

Before we dive into the mechanics of the director removal, let us be clear about the law. Director removal is not a boardroom vote or an executive decision. It is a shareholder’s right that requires following specific legal procedures to the letter.

If you are a law student or junior associate reading this, pay close attention—director removal is one of those areas where textbook knowledge meets messy reality, and getting it wrong can derail both the removal and your career.

Section 169 of the Companies Act, 2013 gives shareholders the power to remove any director before their term expires. Here’s what the provision actually says:

“(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:………”

First lesson: Notice it says “ordinary resolution”—that’s simple majority, not the 75% required for special resolutions. Many young lawyers assume removal needs supermajority support. It does not.

Second lesson: The word “ordinary” is deceptive. While the voting threshold is straightforward, the procedural requirements are anything but ordinary.

Scope of section 169: who’s in, who’s out

You CAN remove:

Directors appointed by the company or board
Executive and non-executive directors
Additional, nominee, and alternate directors

You CANNOT remove:

Directors appointed by the Tribunal under section 242 of the Companies Act
Directors appointed under proportional representation (rare in private companies)

Practice tip: Always check the director’s appointment method before citing section 169. I have seen junior lawyers draft removal notices for Tribunal-appointed directors—embarrassing and invalid.

Important Note: This article focuses on private companies like LexNova. Public companies face additional requirements under section 115 for special business and may have enhanced disclosure obligations, including notifications to stock exchanges for listed companies.

The procedural maze: Why precision matters

Here is where section 169 separates confident lawyers from confused ones:

Special notice requirement

14 clear days’ advance notice to the company
This is NOT the same as a regular meeting notice
Must specify the exact resolution of the text

Director’s procedural rights

Right to receive a copy of the notice
Right to make written representations
Right to have representations circulated to shareholders
Right to be heard at the meeting

Company’s obligations

Must circulate director’s defense (unless defamatory/abusive)
Must conduct a proper general meeting with adequate notice

Critical insight: You are legally required to help the director defend themselves. This feels counterintuitive but ensures procedural fairness.

Common confusion: three departure routes

Many lawyers mix up these three sections. Master the distinctions:

Section 168 (Resignation): Voluntary departure, director gives notice, board “takes note”
Section 169 (Removal): Involuntary departure, shareholders vote after full procedural protection
Section 167 (Vacation): Automatic departure due to disqualification events

Tip: Remember the numbers—168 for voluntary, 169 for involuntary, 167 for automatic.

Modern complications

“Here’s what the drafters did not anticipate—social media governance battles,” Anjali said, gesturing to Vikram’s Twitter thread. “His public criticism raises new questions: Can he use social platforms to influence the removal vote? How do we handle proceedings when the conduct is already public?”

“The law gives him representation rights but does not restrict where he exercises them,” she continued. “We need to prepare for a public governance battle.”

Strategic implications

“Section 169 is not just about procedures, but rather about managing relationships during conflict,” Anjali concluded. “Legal risks include procedural challenges, contractual complications, and defamation exposure. Our rationale must be business-focused, not personal.”

“The good news: section 169 provides a clear pathway. The challenge: we must execute it perfectly while managing stakeholder relationships.”

How to remove a Director from Company Board: Step-by-step legal guide

“Alright, theory established. Now let’s get practical,” Anjali said, opening a fresh document on her laptop. “I’m going to walk you through exactly how we remove Vikram—step by step, with all the documentation and timing requirements.”

She projected a timeline onto the screen. “The entire process will take a minimum of 5-6 weeks due to statutory requirements—14 clear days for special notice, plus 21 days minimum for general meeting notice. If Vikram challenges procedures or submits lengthy representations, it could stretch to 8-12 weeks.”

Step 1: Check governance documents first

“Before we draft anything, we need to review our Articles of Association and Shareholders’ Agreement,” Anjali explained. “Some documents contain restrictions that could complicate or prevent removal.”

What to look for:

Minimum shareholding requirements for special notice
Supermajority voting requirements for director removal
Cooling-off periods after disputes
Investor veto rights over governance decisions

“I have already reviewed our documents,” Anjali continued. “Good news: no unusual restrictions. Our AoA follows standard provisions, and the SHA with Indus does not give Vikram special protection. But always check this first—I have seen removal attempts fail because lawyers missed a crucial clause.”

Step 2: Shareholder coordination and special notice

“Any shareholder can trigger removal proceedings, but we need strategy here,” Anjali explained. “In our case, the founders collectively hold majority control, so we will coordinate the special notice.”

Key considerations:

Who signs the notice: Any shareholder(s) with voting rights
Shareholding threshold: No minimum under section 169, but check AoA
Coordination: Ensure supporting shareholders are aligned before proceeding

“Since Arjun and Meera together hold sufficient shares, they will jointly sign the special notice,” Anjali noted. “This demonstrates founder consensus while keeping Indus Ventures initially neutral.”

Step 3: Draft and deliver special notice

“The special notice is your most critical document,” Anjali emphasised. “Get this wrong, and the entire process collapses.”

Essential elements:

Clear identification of the company and the meeting
Exact text of the proposed resolution
Specific director to be removed (full name and designation)
Business rationale (brief but factual)
Delivery to the company’s registered office

“Here is a copy of the special notice drafted.”

Timing requirement: Notice must reach the company at least 14 clear days before the general meeting.

“We will send it via registered post and email with delivery confirmation,” Anjali noted. “Documentation is everything if he challenges the process later.”

Step 4: Board meeting to schedule the general meeting

“Once we receive the special notice, the board must schedule a general meeting,” Anjali explained. “The board cannot refuse or delay this—it is a shareholder’s right.”

Board’s obligations:

Fix date, time, and venue for a general meeting
Ensure adequate notice period (minimum 21 days for the general meeting)
Prepare an agenda including the removal resolution
Send meeting notices to all shareholders

“Vikram will be present at this board meeting since he is still a director,” Meera noted. “How do we handle that awkwardness?”

“Professionally and procedurally,” Anjali replied. “He has the right to participate in board discussions about scheduling. We focus on process, not personalities.”

Here is a copy of the:

Step 5: Notify Vikram of his rights

“This is where many companies stumble,” Anjali warned. “Section 169 requires specific notification to the affected director.”

Vikram must receive:

Copy of the special notice and proposed resolution
Date, time, and venue of the general meeting
Explanation of his right to make written representations
Deadline for submitting representations (usually 7 days before the meeting)
Confirmation of his right to attend and speak at the meeting

“We will send this via registered post, courier, and email,” Anjali explained. “Triple redundancy prevents any claim that he was not properly notified.”

Here is a copy of the notice sent to Vikram.

Step 6: Handle Vikram’s representations

“Assume Vikram will submit written representations—he would be foolish not to,” Anjali said. “We are legally required to circulate them to all shareholders unless they contain defamatory or abusive content.”

Company’s evaluation process:

Review representations for defamatory content
Assess relevance to removal grounds
Decide whether to circulate or apply to the Tribunal for suppression
If circulating, send to all shareholders with the meeting notice

“If his representations attack individual directors personally or contain false allegations, we can apply to the Tribunal for permission to withhold circulation,” Anjali explained. “But the bar is high—mere criticism of business decisions is not grounds for suppression.”

Step 7: Conduct the general meeting

“Meeting day arrives, and this is where everything comes together,” Anjali said. “Proper meeting conduct is essential—any procedural error could invalidate the resolution.”

Meeting requirements:

Quorum: As per AoA (typically 2 members present in person)
Chair: Usually the Chairman or, in his absence, another director
Voting: Show of hands initially, poll if demanded
Minutes: Detailed record of proceedings and voting results

The removal process at the meeting:

The chair reads the special notice and proposed resolution
Vikram may address the meeting (if present)
Discussion among shareholders (if any)
Voting on the resolution
Declaration of results

“Vikram can attend and speak, and while there is no statutory prohibition on him voting his shares, governance best practices and many Articles of Association restrict directors from voting on their own removal due to conflict of interest,” Anjali noted.

Step 8: Post-resolution actions

“If the resolution passes, several immediate actions are required,” Anjali concluded.

Within 24 hours:

Update internal records and systems
Notify key stakeholders (banks, auditors, key clients)
Revoke board access (email, systems, physical access)

Within 30 days:

File Form DIR-12 with MCA notifying of the removal
Update Register of Directors
Amend board resolutions and signing authorities
Update regulatory filings and compliance records

“And then comes the hardest part,” Anjali added with a slight smile. “Moving forward as a board and company. The legal process ends, but the business relationships and operational impacts continue.”

The room was quiet as everyone absorbed the comprehensive process. What had seemed like a straightforward “vote him out” decision now revealed itself as a complex, multi-week procedure requiring legal precision, strategic timing, and careful stakeholder management.

“Questions before we discuss the pitfalls and strategic considerations?” Anjali asked.

Common pitfalls and how to avoid them

“Now for the cautionary tales,” Anjali said, pulling up a summary of removal cases that had gone wrong. “I’ve seen each of these mistakes derail removal proceedings. Learn from others’ expensive errors.”

Pitfall	Consequence	Best Practice
Inadequate special notice	Resolution declared invalid, director remains	Use precise legal language, confirm delivery with timestamps
Excluding the director from notifications	Procedural violation, potential court challenge	Document all communications to the director with delivery proof
Board-only removal vote	Complete invalidity of proceedings	Always hold a general meeting – shareholders must vote, not directors
Circulating defamatory content	Legal liability for the company and directors	Review all materials carefully; seek Tribunal approval if needed
Missing DIR-12 deadline	Regulatory penalties and unclear governance status	File within 30 days; set calendar reminders with buffer time
Emotional or personal language	Undermines business rationale, enables counterclaims	Stick to factual, business-focused grounds for removal
Insufficient quorum	Meeting invalid, resolution void	Confirm shareholder attendance before proceeding

“The golden rule,” Anjali emphasised, “is that courts scrutinise removal proceedings heavily. Any procedural shortcut can invalidate months of work and leave you worse off than when you started.”

Practical exercise: Test your skills

Scenario: TechStart Pvt Ltd wants to remove Director Mr. Sharma, who has been sharing confidential information with competitors and disrupting board meetings. The company has 4 directors and 3 shareholders.

Your tasks:

1. Draft the Special Notice. Write a proper special notice for Mr. Sharma’s removal. Include:

Correct legal format and language
Specific resolution text
Delivery method and timing

2. Identify document review requirements List which governance documents you would review before proceeding, and what specific clauses to check.

3. Create process timeline: Map out the complete timeline from special notice to DIR-12 filing, including all mandatory waiting periods.

4. Spot the Errors Review this flawed removal attempt and identify all procedural violations:

The board passed a resolution to remove the director at a board meeting
The director was not notified of the removal proceedings
No general meeting was held
The company filed DIR-12 immediately after the board resolution
The director’s written objections were ignored

For each error, explain the correct procedure and potential consequences.

Reflective questions:

As the company’s legal advisor, how would you balance:

Transparency vs. Confidentiality: How much detail should you share with shareholders about the director’s misconduct?

Speed vs. Procedure: The board wants quick removal, but the proper process takes weeks. How do you manage this tension?

Stakeholder communication: Draft brief messages explaining the removal to employees, investors, and key partners without exposing the company to defamation risk.

Conclusion: Removal as governance evolution

“We’ve covered the mechanics, now for the mindset,” Anjali concluded as the LexNova team absorbed the complexity of director removal.

“Section 169 removal is not just about ejecting a problem director—it is about demonstrating that your governance systems work under pressure. How you handle this process signals to investors, employees, and partners whether your company has institutional strength or just personal relationships.”

The LexNova founders had entered this discussion thinking removal was about Vikram. They were leaving with the understanding that it was about LexNova’s maturity as an organisation.

“Done right, this process can actually strengthen stakeholder confidence,” Anjali noted. “It shows you take governance seriously enough to make difficult decisions professionally.”

Key takeaways for corporate lawyers:

Procedure is protection – Following Section 169 precisely shields both the company and the remaining directors
Documentation defeats disputes – Every notice, delivery, and decision should be recorded
Business rationale matters – Personal conflicts must be framed as governance concerns
Timing affects outcomes – rushed removals often fail; proper planning prevents crises

“The irony,” Meera observed, “is that good governance sometimes requires difficult governance. We are removing Vikram to protect the board’s ability to function effectively.”

As Anjali packed up her materials, she reflected on the broader lesson. “Company law provides the tools for institutional evolution. Your job as lawyers is to use those tools skillfully, so organisations can grow stronger through change rather than being weakened by conflict.”

Coming next in our series: With Vikram’s removal proceedings underway, LexNova faces a new challenge—rebuilding board expertise and stakeholder confidence.

In Article 5, we will explore how appointing independent directors can transform governance from mere compliance to strategic advantage, examining the legal requirements, selection criteria, and onboarding processes that turn regulatory necessity into business opportunity.

The removal process had begun.

Soon, LexNova would discover whether their governance foundation was strong enough to handle not just growth, but conflict—the ultimate test of institutional resilience.