Saras Ventures Ltd., a public limited company incorporated under the Companies Act, 2013, has a Board comprising seven directors. A group of…

(i) According to section 115 of the Companies Act, 2013, where, by any provision contained in this Act or in the Articles of a company, special notice is required for passing any resolution, then the notice of the intention to move such resolution shall be given to the company by such number of members holding not less than 1% of the total voting power, or holding shares on which such aggregate sum not exceeding five lakh rupees, as may be prescribed, has been paid-up and the company shall give its members notice of the resolution in such manner as may be prescribed. Rule 23 of the Companies (Management and Administration Rules), 2014, specifies the procedure to be followed in respect of serving of the Special Notice as under: The afore-mentioned notice shall be sent by members to the company not earlier than 3 months but at least 14 days before the date of meeting at which the resolution is to be moved, exclusive of the day on which the notice is given and the day of the meeting. The company shall immediately after 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 manner it gives notice of any general meeting. Accordingly, in the given question, following are the aspects to be considered: 1. Number of the shareholders/ members expressed notice of the intention to for removal of the Director, Mr. Ankur Chabra, with the holding of 1.2% of the total voting power-This condition is met. 2. Special notice was received by the company on 1st August 2025 with the proposal for removal at the scheduled AGM on 25th August 2025, which implies it was received at least 14 days before the date of meeting- This condition is met. In the light of the provisions discussed above, we can conclude that the special notice given by the members to remove the director is valid since it was given by the required majority and was also given to the Company in time.