A careful and conjoint reading of the relevant provisions of Sections 43, 36 and 35 would show that a requisition of no-confidence against the Chairman must be signed by not less than one third of the Directors of the Board which is five. In this case, requisition was by nine Directors. On receipt of such requisition, the Chairman must call a special meeting of the Board of Directors within 15 days. If the Chairman fails to hold the meeting within the specified period, he shall cease to be the Chairman on the date of expiry of the specified period. In such circumstances, the remaining members of the Board of Directors shall elect a new Chairman from amongst themselves. In the special meeting, the resolution of noconfidence must be passed by a three-fourth majority of the Directors present and voting. In the instant case, it appears that the notice for the special meeting was issued by the Secretary and not by the Chairman whereas requirement of Section 43 (2) is that it is the Chairman who is bound to call a special meeting within 15 days of receipt of written requisition. There is no calling of special meeting by the Chairman. Therefore, till 17.08.2018 atleast from the materials on record, there is no notice issued by the Chairman. On the other hand, in the meeting held by opposite party Nos.1 to 9 on 17.08.2018, all the nine members present had voted against the applicant.
