Draft Special Notice for Removal of Director, Section 115 & Section 169 (india)

Last reviewed: July 20, 2026

When shareholders decide to draft a special notice for removal of director under the Companies Act, 2013, precision in statutory language, timelines and procedural safeguards is non-negotiable. Section 169 of the Act grants shareholders the power to remove any director, other than a director appointed by the National Company Law Tribunal, before the expiry of the director’s term of office, provided the procedure anchored in Section 115 (special notice) is followed to the letter. This guide walks company secretaries, in-house counsel and compliance officers through every stage of the process: from drafting the notice itself, to passing an ordinary resolution, safeguarding the director’s right to be heard, and completing the mandatory DIR‑12 filing with the Registrar of Companies.

It also includes annotated sample wording, an explanatory-statement template and a printable compliance checklist designed to withstand an NCLT challenge.

What This Guide Gives You, Executive Summary

The short answer is yes, shareholders of any company incorporated under the Companies Act, 2013 can remove a director by passing an ordinary resolution at a general meeting, provided special notice has been given in accordance with Section 115 read with Section 169. The power resides with the members (shareholders), not the board, and no provision in the Articles of Association can override this statutory right.

Below you will find: (1) a clause-by-clause annotated special notice format for removal of director, (2) a step-by-step timeline with clear-day calculations, (3) ordinary resolution and explanatory statement templates, (4) guidance on handling the director’s statutory right to make representations, and (5) a complete DIR‑12 filing checklist with attachment requirements. Each element is grounded in the statutory text and MCA guidance so it can be adapted to your company’s facts with confidence.

Legal Framework: Sections 115 and 169 of the Companies Act, 2013

What Is a “Special Notice” Under Section 115?

Section 115 of the Companies Act, 2013 defines the concept of special notice as a notice given by a member (or members) to the company of an intention to move a resolution at a general meeting, where the Act expressly requires such notice. Unlike an ordinary or special resolution, the trigger here is not the voting threshold, it is the advance-notification mechanism that allows both the company and the affected director to prepare. Under Section 115, the notice must be given to the company not less than fourteen days before the date of the meeting at which the resolution is to be moved.

On receipt, the company must give its members notice of the resolution in the same manner as it gives notice of the meeting itself.

Section 169: The Power to Remove Directors

Section 169 of the Companies Act, 2013 provides the substantive right: 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. This section must always be read together with Section 115. In practical terms, this means three conditions must be satisfied simultaneously:

• Special notice under Section 115. A member must serve the prescribed notice on the company at least fourteen days before the meeting.
• Director’s right to be heard. The company must forward a copy of the proposed resolution to the concerned director and allow written representations and, where requested, an oral hearing at the meeting.
• Ordinary resolution. The resolution must be passed by a simple majority of members present and voting, no special resolution threshold applies.

Statutory Exceptions

Section 169 does not apply to a director appointed by the Tribunal under Sections 242 or 244 (orders for prevention of oppression and mismanagement). Additionally, where a company’s Articles or a shareholders’ agreement contains weighted voting rights or nominee-director protections, those contractual provisions may create practical constraints, though they cannot override the statutory power of removal itself.

Who Can Serve Special Notice, Who Receives It, and Timing Rules

Under the section 115 Companies Act framework, any member of the company, irrespective of the size of their shareholding, may serve a special notice on the company signifying their intention to move a resolution for the removal of directors by shareholders. There is no minimum shareholding threshold prescribed for giving a special notice (this is distinct from the threshold for requisitioning an EGM under Section 100, which requires members holding at least one-tenth of the total voting power).

The notice must be addressed and delivered to the company at its registered office. Best practice, consistent with ICSI secretarial guidance, is to send the special notice by registered post with acknowledgement due, speed post, or courier, and to retain proof of dispatch and delivery. Where the company’s Articles permit electronic communication, an emailed notice with delivery-read confirmation may supplement (but should not replace) physical dispatch.

The statutory timeline under Section 115 requires the member’s special notice to reach the company not less than fourteen days before the date of the meeting. These are calendar days, not clear days, unless the company’s Articles specify otherwise. On receipt, the company’s board must:

• Send a copy of the notice to the concerned director forthwith.
• Include the resolution in the notice of the general meeting or, if the meeting has already been called, circulate it to members in the same manner and as far as practicable at the same time.
• Attach or annex any written representations received from the director under Section 169(3).

Step-by-Step Process for Removal of Directors by Shareholders

The following workflow covers the complete process from serving the special notice to completing the DIR‑12 filing with the ROC. The timeline table below summarises key deadlines.

Step 1, Serve the Special Notice and Evidence Delivery

The proposing member drafts the special notice (see annotated template below) and serves it on the company at its registered office at least fourteen days before the meeting date. Retain the postal receipt, courier tracking record or email delivery confirmation. If no general meeting is already scheduled, the member may simultaneously requisition an EGM under Section 100 (requiring support from members holding at least one-tenth of total voting power) or request the board to include the item on the agenda of the next AGM.

Step 2, Board Acknowledges Receipt and Notifies the Director

Upon receiving the special notice, the board (acting through the company secretary or authorised officer) must:

1. Record receipt of the special notice in the board minutes.
2. Forward a copy of the notice to the director proposed to be removed, at the director’s last known address, without delay.
3. Prepare or update the agenda and explanatory statement for the general meeting to include the proposed ordinary resolution.

Step 3, Prepare the Explanatory Statement and Meeting Notice

The notice convening the general meeting (whether AGM or EGM) must include the text of the proposed resolution and an explanatory statement under Section 102 setting out the material facts. Where the removal of a director from a private limited company is proposed, the explanatory statement should identify the director, state the ground(s), even though Section 169 does not require the company to establish cause, and confirm that special notice has been received under Section 115.

Step 4, Handle the Director’s Representation

Under Section 169(3), the director is entitled to send written representations to the company requesting that they be circulated to members before the meeting. The company must, unless the representations are received too late for distribution:

• State in the notice of the meeting that representations have been received.
• Send a copy of the representations to every member to whom the meeting notice is sent.

If the representations arrive too late, the director may require them to be read out at the meeting. The director also has the right to be heard orally at the meeting itself, a critical safeguard for NCLT risk mitigation.

Step 5, Conduct the Meeting and Pass the Ordinary Resolution

At the general meeting, the proposing member moves the resolution. The chairman invites the director (or the director’s representative) to be heard. After discussion, the resolution is put to vote. An ordinary resolution requires a simple majority, more than fifty per cent of the votes cast by members present in person or by proxy. If the resolution is passed, the director stands removed from the date of the resolution unless a different effective date is specified.

Step 6, Post-Resolution Filings (DIR‑12 and Ancillary Steps)

Within thirty days of passing the resolution, the company must file Form DIR‑12 with the ROC through the MCA portal. The detailed filing procedure and attachment checklist are covered in the dedicated section below.

Draft Special Notice for Removal of Director, Annotated Sample

The following is a lawyer-drafted special notice format for removal of director, annotated with statutory references. Adapt the bracketed fields to your company’s specific facts.

Clause-by-Clause Annotations

• Addressee, Board of Directors at registered office. Section 115 requires the notice to be given “to the company.” Best practice is to address it to the Board at the registered office and send a copy to the company secretary.
• Fourteen-day lead time. The date of the notice must allow at least fourteen calendar days before the meeting date (Section 115(1)).
• DIN reference. Including the Director Identification Number ensures there is no ambiguity, critical for the DIR‑12 filing that follows.
• Resolution text tracks statutory language. The operative clause mirrors the wording of Section 169(1). Using “ordinary resolution” clarifies the voting threshold; no special resolution is needed.
• Grounds paragraph. Although Section 169 is a “no-cause” removal provision, stating grounds in the draft special notice for removal of director reinforces procedural fairness and provides a record for NCLT purposes.
• Request to forward to director. This line documents the member’s awareness of the director’s hearing rights and pre-empts any allegation of suppression.

Alternative Short Form for a Private Limited Company

Where the removal of a director in a private limited company involves a closely held entity with a small number of shareholders, a shorter notice format may suffice, provided it still contains: (a) the statutory cross-reference to Sections 115 and 169, (b) the full name and DIN of the director, (c) the text of the proposed ordinary resolution, and (d) the date and signature of the proposing member. Omitting any of these elements creates avoidable grounds for challenge.

Ordinary Resolution Wording and Explanatory Statement Sample

The ordinary resolution for shareholders’ removal of a director should be included in the notice of the general meeting along with an explanatory statement under Section 102 of the Companies Act, 2013. Below are suggested templates.

Ordinary Resolution, Suggested Wording

Explanatory Statement, Key Elements

Under Section 102, the explanatory statement annexed to the meeting notice must disclose all material facts concerning the resolution. For a removal resolution, include:

• The name, DIN and designation of the director proposed to be removed.
• The date on which the company received the special notice under Section 115.
• A summary of the grounds stated in the special notice (if any).
• Confirmation that the director has been notified and given an opportunity to make representations under Section 169.
• A note that the representations, if received, have been circulated to members or will be read out at the meeting.

Votes Required, Simple Majority Calculation

An ordinary resolution requires more than fifty per cent of the votes cast by members present in person or by proxy and entitled to vote. This is not fifty per cent of the total membership, it is fifty per cent of votes actually cast at the meeting. For companies with complex share structures, ensure the shareholders’ agreement does not grant the affected director disproportionate weighted voting rights that could frustrate the resolution.

Director’s Right to Be Heard Under Section 169, Handling Representations

The director’s right to be heard is the single most litigated procedural safeguard in the section 169 removal of directors process. Section 169(2) requires the company to send a copy of the proposed resolution to the concerned director forthwith upon receipt of the special notice. The director may then:

• Submit written representations to the company, requesting that they be notified to members.
• Speak at the meeting, the director (whether or not a member) is entitled to be heard on the resolution at the general meeting.

If the company receives the director’s written representations in sufficient time, it must send a copy to every member entitled to receive notice of the meeting. If the representations are received too late for circulation, the director may require them to be read out at the meeting, unless the NCLT, on application either by the company or any aggrieved person, orders otherwise on the ground that the right is being abused to secure needless publicity for defamatory matter.

Practical Guidance for Companies

• Document every step: courier tracking for the copy sent to the director, email acknowledgements, board minutes recording the dispatch.
• Set an internal deadline, at least five days before the meeting, for receiving the director’s representations, so there is time to circulate them.
• If the director requests to speak at the meeting, allocate a defined time slot and record the substance of the oral representations in the minutes.
• Do not refuse or truncate the director’s hearing, doing so is the most common ground for NCLT challenge and potential reinstatement.

Post-Resolution Compliance: DIR‑12 Filing and MCA/ROC Steps

Once the ordinary resolution for removal is passed, the company must complete the DIR‑12 filing with the ROC. Form DIR‑12 is the prescribed eForm under the Companies (Appointment and Qualification of Directors) Rules for intimating a change in directorship. The MCA Instruction Kit for Form DIR‑12 specifies the following requirements:

Filing Timeline

Form DIR‑12 must be filed within thirty days of the passing of the resolution. Late filing attracts additional fees calculated on a slab basis as prescribed under the Companies (Registration Offices and Fees) Rules.

Required Attachments

• Certified copy of the board resolution acknowledging receipt of the special notice and convening the meeting.
• Certified copy of the ordinary resolution passed at the general meeting.
• Copy of the special notice served by the member.
• Proof of dispatch of the notice to the director (delivery confirmation, courier receipt).
• Copy of the director’s representation (if submitted).
• Minutes of the general meeting recording the discussion, the director’s hearing and the voting result.
• Evidence of meeting notice circulation to all members.

Digital Signature and Signatory

Form DIR‑12 must be digitally signed (DSC) by the director, manager, company secretary or chief executive officer of the company, and certified by a practising company secretary or chartered accountant. The DIN of the removed director must be accurately entered. Filing errors or mismatches in the DIN or CIN will result in rejection by the MCA portal. For companies with complex structures, such as those that also need to register an NBFC or maintain multiple regulatory filings, cross-verifying DIN records before submission is essential.

Risk Mitigation: NCLT Challenges, Common Pitfalls and Checklist

A director who has been removed, or who faces removal, may file a petition before the NCLT alleging oppression and mismanagement under Sections 241–242 of the Companies Act, 2013, or seek relief on the ground that the removal procedure was defective. Common grounds for challenge include:

• Inadequate notice. The special notice did not reach the company fourteen days before the meeting, or the director was not sent a copy in time.
• Denial of the right to be heard. The company refused to circulate the director’s representations or did not allow the director to speak at the meeting.
• Suppression of material facts. The explanatory statement omitted facts that would have influenced members’ voting decisions.
• Procedural irregularity in the meeting. Quorum was not met, proxy forms were rejected improperly, or voting was conducted incorrectly.
• Conflict of interest. The proposing member had an undisclosed conflict that should have been placed before the meeting.

The NCLT has the power to reinstate a removed director, set aside the resolution, or order compensation. Industry observers note that most successful challenges turn on documentary evidence, or the lack of it. Pre-meeting legal review, meticulous minute-keeping and a clear paper trail for every notice and representation are the most effective safeguards. Where the removal is contested and the affected director holds significant equity or has initiated or threatened proceedings, consider whether an application to file a commercial suit or file for insolvency may intersect with the removal process.

Draft Special Notice for Removal of Director, Printable Compliance Checklist

Use the checklist below to track each step from initiation to ROC filing. Every item should be signed off by the company secretary or compliance officer before proceeding to the next stage.

1. Proposing member drafts the special notice with all required statutory references (Sections 115 and 169), director’s full name and DIN.
2. Special notice served on the company at the registered office at least fourteen days before the meeting date, retain proof of delivery.
3. Board records receipt of the special notice in board minutes.
4. Company forwards a copy of the special notice to the concerned director without delay, retain dispatch evidence.
5. Board convenes general meeting (AGM or EGM) and prepares meeting notice with the resolution text and explanatory statement under Section 102.
6. Meeting notice circulated to all members in the manner prescribed by the Articles and the Act (minimum 21 clear days for AGM; 21 clear days for EGM unless shorter notice agreed).
7. Director’s written representations received and circulated to members (or read out at meeting if received late).
8. Meeting held with proper quorum; director given reasonable opportunity to be heard (oral and/or written); discussion and vote recorded in minutes.
9. Ordinary resolution passed by simple majority of votes cast.
10. Certified copies of all documents (resolution, minutes, special notice, director representations, dispatch evidence) collated.
11. Form DIR‑12 filed with ROC via MCA portal within thirty days, digitally signed and certified by a practising professional.
12. For listed companies: intimate the stock exchange(s) in compliance with SEBI LODR Regulation 30.

Companies that are simultaneously winding down operations may need to coordinate this process with the procedure to close a private limited company in India. Where the removed director refuses to cooperate with post-removal formalities, the company can proceed with the DIR‑12 filing unilaterally, the form does not require the removed director’s signature.

Conclusion and Next Steps

Preparing a legally robust draft special notice for removal of director requires careful attention to statutory language, procedural timelines and the director’s hearing rights under Sections 115 and 169 of the Companies Act, 2013. By following the annotated templates, step-by-step process and compliance checklist in this guide, company secretaries and in-house counsel can execute the removal with minimal risk of NCLT challenge and complete the DIR‑12 filing with the ROC on time. For complex cases involving contested removals, parallel insolvency proceedings or listed-company governance obligations, early engagement with an experienced corporate lawyer through the Global Law Experts lawyer directory is strongly recommended.

Sources

1. India Code, Companies Act, 2013 (Section 169)
2. Ministry of Corporate Affairs, Companies Act, 2013 (Consolidated PDF)
3. MCA, Instruction Kit for eForm DIR‑12
4. MCA, Notice of Amendments to Companies Act, 2013
5. Institute of Company Secretaries of India (ICSI), Guidance Notes on Secretarial Audit
6. National Company Law Appellate Tribunal, Companies Act, 2013 Resources