Board Resolution for removal of Director

“RESOLVED THAT pursuant to the Section 115 of the Companies Act, 2013 read with Rule 23 of the Companies (Management and Administration) Rules, 2014 and any other applicable provisions of Companies Act, 2013 read with Rules thereunder (including any statutory modifications or re-enactment thereof, for the time being in force), as per the special notice received from [•] [Name of the member] a member of the Company <holding not less than 1 % of total Voting Power/ holding shares of aggregate amount of Rs. [•]>, the resolution stated below be and is hereby included as an item of business in the agenda for the Extra- Ordinary/ Annual General Meeting scheduled to be held on [•];

RESOLVED FURTHER THAT pursuant to Section 169 read with Section 115 of the Companies Act, 2013 and Rule 23 of the Companies (Management and Administration) Rules, 2014 and any other applicable provisions of (including any statutory modifications or re-enactment thereof, for the time being in force), [•] [Name of the director], Director of the Company, be and is hereby removed from the directorship on the Board of the Company;

RESOLVED FURTHER THAT Mr./ Ms. [●] and  [●][Name and Designation of the authorized person] of the Company, be and is hereby authorized to take such further steps as are required under the Companies Act, 2013, in respect of this resolution and to send the notice of the general meeting with relevant explanatory statement as per the draft placed before the meeting and approved by the Board;

RESOLVED FURTHER THAT Mr./ Ms. [●] and  [●][Name and Designation of the authorized person] of the Company be and is hereby authorised to sign and file requisite e-Form DIR 12 with the Registrar of Companies, [•], Ministry of Corporate Affairs, and to do all other deeds, things and acts that are necessary to give effect to the above resolution.”

Section 169 of Companies Act, 2013

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