Board resolution format for acting on a special notice for removal of a director under Sections 115 and 169 and Rule 23, and calling the general meeting.
“RESOLVED THAT the Board hereby takes note of the special notice dated [●], received by the Company on [●] under Sections 115 and 169(2) of the Companies Act, 2013 read with Rule 23 of the Companies (Management and Administration) Rules, 2014, from [name(s) of member(s)], holding [[●]% of the total voting power / shares on which ₹[●] has been paid up], of their intention to move an Ordinary Resolution for the removal of Mr./Ms. [●], Director (DIN: [●]), from the office of Director of the Company, and directs that a copy of the special notice be sent forthwith to Mr./Ms. [●] as required by Section 169(3) of the said Act.
RESOLVED FURTHER THAT the said resolution be placed before [an Extraordinary General Meeting of the members to be held on [●] at [●] / the Annual General Meeting to be held on [●]], being a date not earlier than fourteen clear days and not later than three months after the date on which the special notice was given, and the draft notice and explanatory statement placed before the Board be and are hereby approved.
RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorised to give notice of the resolution to the members in accordance with Section 101 of the said Act and Rule 23, to circulate any representation received from Mr./Ms. [●] in accordance with Section 169(4) of the said Act, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”