Q.Distinguish between removal of a director under Section 169 and vacation of office under Section 167 of the Companies Act, 2013.

Students often use "removal" and "vacation of office" interchangeably, but the Companies Act, 2013 treats them as two structurally different ways a directorship can end.

Although both removal and vacation of office bring a directorship to an end, the Companies Act, 2013 keeps the two mechanisms conceptually and procedurally distinct, and a good answer to this chapter's exam questions must reflect that distinction clearly.

Removal, dealt with in Section 169, is a positive, deliberate act taken by the company's shareholders to end a director's term before it would otherwise naturally expire. A company may, by an ordinary resolution, remove a director before the expiry of his period of office — except a director appointed by the Tribunal under Section 242 in proceedings relating to oppression and mismanagement, and except a director appointed by the system of proportional representation under Section 163 (since removing such a director by a simple majority would defeat the very purpose of guaranteeing minority representation that proportional representation exists to serve). Because removal takes away an office the shareholders themselves conferred, and can carry a real stigma for the director concerned, the Act builds procedural fairness directly into the section: the resolution requires special notice under Section 115 (a longer notice period than an ordinary resolution needs), the director concerned must be given a reasonable opportunity of being heard on the resolution before it is voted upon, and the director is entitled to make representations in writing to the company, which the company must, on request, circulate to its members ahead of the meeting (subject to the Tribunal's power to permit the company to withhold circulation where satisfied the right is being misused to secure needless publicity for defamatory material). …