law: Companies Act, 2013 
  169.
  
    Removal
  
  of directors.
  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:
  Provided
  
  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.
  1.     
  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.
  1.     
  2.     
  3.     
  4.     
  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.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  7.     
  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.