45. Defects in appointment not to invalidate acts, etc. - (1) No act or proceeding of the Board or of any committee of the National Housing Bank shall be questioned on the ground merely of the existence of any vacancy in, or defect in the constitution of, the Board or the committee, as the case may be.
(2)No act done by any person acting in good faith as a director of the Board or as a member of a committee of the National Housing Bank shall become invalid merely on the ground that he was disqualified to be a director or that there was any other defect in his appointment.[45-A. Arrangement with National Housing Bank on appointment of Directors to prevail.(1)Where any arrangement entered into by the National Housing Bank with a housing finance institution which is a company provides for the appointment by the National Housing Bank of one or more Directors of such housing finance institution, such provision and any appointment of Directors made in pursuance thereof shall be valid and effective notwithstanding anything to the contrary contained in the [Companies Act, 2013 (18 of 2013)] or in any other law for the time being in force or in the memorandum, articles of association or any other instrument relating to that housing finance institution, or any provision regarding share qualification, age limit, number of Directorships, removal from office of Directors and such like conditions contained in any such law or instrument aforesaid, shall not apply to any Director appointed by the National Housing Bank in pursuance of the arrangement as aforesaid.(2)Any Director appointed as aforesaid shall-(a)hold office during the pleasure of the National Housing Bank and may be removed or substituted by any person by order in writing of the National Housing Bank;(b)not incur any obligation or liability by reasons only of his being a Director or for anything done or omitted to be done in good faith in the discharge of his duties as a Director or anything in relation thereto:(c)not be liable to retirement by rotation and shall not be taken into account for computing the number of Directors liable to such retirement.]
