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. [Section 169(1)]
An Independent Director re-appointed for second term shall be removed by the Company only by passing a Special Resolution and after giving him a reasonable opportunity of being heard. [Section 169(1) First Proviso]
Director who does not attend a Board Meeting for 12 months, starting from the day of first board meeting on which he was absent even after giving due notice for all the meetings, it shall be deemed that he has vacated the office and a Form DIR – 12 will be filed on his name and his name will be removed from the Ministry of Corporate Affairs. [Section 167]