1. Removal by Shareholders under Section 169

• Yes, directors can be removed by shareholders through an ordinary resolution passed in a general meeting.
  
• A special notice (at least 14 days before the meeting) must be given by the shareholder proposing the removal.
  
• The company must inform the concerned director, giving them the right to be heard before the resolution is passed.
  
• The director can send a written representation or speak at the meeting.
  
• The resolution must be passed with a majority vote of shareholders present and voting.
  

2. Exceptions to Removal

• Independent directors appointed under Section 149 cannot be removed before completion of their term, except by passing a special resolution and after allowing them to be heard.
  
• Directors appointed by the Tribunal (under Section 242 for oppression/mismanagement cases) cannot be removed by shareholders.
  
• Nominee directors appointed by financial institutions or under agreements may not be removed unless the nominating authority consents.
  

3. Removal by the Board of Directors

• The Board cannot remove another director (except in the case of an additional or alternate director whose term is expiring).
  
• However, the board can recommend removal to the shareholders by placing the resolution in a general meeting.
  
• The board can fill casual vacancies or appoint additional directors, but cannot unilaterally dismiss an existing director without member approval.
  

4. Automatic Disqualification and Vacation of Office

• A director can be automatically disqualified and removed if they:
  
  • Fail to attend board meetings for 12 consecutive months.
    
  • Are convicted of an offense and sentenced to imprisonment for more than 6 months.
    
  • Become insolvent, mentally unsound, or be disqualified under Section 164.
    
  • Do not comply with annual disclosure or DIN requirements.
    
• In such cases, the office is vacated by operation of law, and no resolution is required.
  

5. ROC Filing and Compliance

• Any removal must be filed with the Registrar of Companies (ROC) using Form DIR-12 within 30 days.
  
• The company’s register of directors and statutory records must be updated accordingly.
  
• If the removal is challenged, the director may approach the National Company Law Tribunal (NCLT) for relief.