The query pertains to Section 169 (2) of companies Act 2013 ( Removal of directors )
1) You should write to the Company and call for an Extra ordinary general meeting under Section 100 of Companies Act.
2) You should also issue a special notice as per provisions stipulated in Section 115 of companies act and in Rule 23 of Companies(Management and Administration Rules)2014.
a) Only shareholder/s holding not less than 1% of total voting power or holding shares on which an aggregate sum of not less than Rs. 5,00,000 has been paid up as on the date of notice, can send special notice to the Company for removal of director.
b) For the purpose of removal of a director and
c) Also to appoint another director in place of a director so removed, at the same extra ordinary general meeting.
(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
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
(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.
(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) Leading Case Laws:
a) KHETAN INDUSTRIES PRIVATE LIMITED VS. MANJU RAVINDRA PRASAD KHETAN
b) LIC of India v Escorts Ltd.
8) Approaching the NCLT: You can approach the NCLT only after issuing notices under section 115 of Companies Act and if you are aggrieved by the conduct of the proceedings during the aforesaid EGM.
Hope this helps