Sunil, a shareholder (holding 15% shares) of JJ Chemicals Limited (the company) and other shareholders have lost confidence in the managing director (MD) of the company who is a director not liable to retire by rotation

Removal of a non-rotational managing director is possible, since section 169 of the Companies Act, 2013 empowers the members to remove any director, whether he is rotational or non- rotational director, or managing director, whole time director or a non-executive director. Procedure/Steps to be taken by Mr. Sunil Mr. Sunil shall have to give a special notice to the company in accordance with the provisions of Section 115 of the Companies Act, 2013 . In the special notice. Mr. Sunil shall propose a resolution for removal of the managing director. The special notice must be - (i) given to the company not earlier than 3 months before the date of the general meeting but at least 14 days before the general meeting (excluding the day on which such notice is given and the day of the general meeting); (ii) signed by member(s) holding not less than 1% of total voting power or member(s) holding shares on which an aggregate sum of not less than five lakh rupees has been paid up on the date of the notice.. Procedure/Steps to be taken by the company On receipt of notice by the company: The Company shall immediately after the receipt of the notice, give its members notice of the resolution at least seven days before the meeting, exclusive of the day of dispatch of notice and day of the meeting, in the same manner as it gives notice of any general meetings. Publication of notice: Where it is not practicable to give the notice in the same manner as it gives notice of any general meetings, the notice shall be published in English language in English newspaper and in vernacular language in a vernacular newspaper, both having wide circulation in the State where the registered office of the Company is situated. Such notice shall also be posted on the website, if any, of the Company. Such notice shall be published at least seven days before the meeting, exclusive of the day of publication of the notice and day of the meeting. On receipt of special notice , the company shall send a copy to the managing director concerned. The concerned Managing director, whether or not he is a member of the company, shall be entitled to be heard on the resolution at the meeting. Managing Director concerned if make representation in writing to the company and requests its notification to members of the company , the company shall, if the time permits it to do so,- in any notice of the resolution given to members of the company, state the fact of the representation having been made; and send a copy of the representation to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representation by the company), and if a copy of the representation is not sent as aforesaid due to insufficient time or for the company's default, the concerned director may without prejudice to his right to be heard orally require that the representation shall be read out at the meeting. The general meeting shall be held. The managing director shall have a right to be heard at the meeting. The right to make an oral representation is in addition to written representation.