Ram and Sam are the independent directors of Taurus Ltd. Ram was appointed for a period of 5 years on August 1, 2015 while Sam was originally appointed for 3 years on August 1, 2014 and was subsequently reappointed for 5

Section 169 of the Companies Act, 2013 provides that a company may, by ordinary resolution, remove a director before the expiry of the period of office, after giving him a reasonable opportunity of being heard. The proviso to the section stipulates that an independent director re-appointed for a second term shall be removed by the company only by passing a special resolution and after giving him a reasonable opportunity of being heard. In the instant case: Removal of Ram: Taurus Ltd. can remove Ram who was appointed on Aug 1, 2015 for a term of 5 years, by passing an ordinary resolution after giving him a reasonable opportunity of being heard, as this is the first term for Ram. Removal of Sam: However, to remove Sam who was re-appointed for the second term on Aug 1, 2017, the Company needs to pass a special resolution and further give him a reasonable opportunity of being heard. Therefore, removal of both independent directors is feasible, but the procedure differs based on their term of appointment.