Section 57 in The Orissa State Financial Corporation General Regulations, 2003
57. Removal of Director from Office under Sub-section (2) Section 13.
- (i) The shareholder in class (d) of Sub-Section (3) of Section 4 may remove any Director elected under clause (e) of Section 10 before the expiry of his tenure of office, in the following manner :(a)The intimation of the intention to remove a Director shall be given by such shareholders holding not less than 25% in the aggregate of the total issued equity share capital;(b)The shareholders shall have right to withdraw the intimation before a notice for holding general meeting for this purpose is issued;(c)If the intimation is not withdrawn by the shareholders, the Board of Directors shall fix up a date for holding a general meeting and business to be transacted thereat.(d)On receipt of such intimation from the shareholder for removal of a Director, the Managing Director shall cause a Communication to be sent to the Director concerned about the proposed resolution for his removal asking him to make representation, if any, in the matter, within a period of 21 days from the date of receipt of such communication by him.(e)After the communication, as aforesaid is sent to the Director concerned, if the Director concerned makes any representation with respect thereto, in writing, to the Corporation and request for its notification to members of the Corporation, Corporation shall, unless the representation is received too late for it do so -(i)Shall in the notice of the resolution given to the shareholders of class (d) of the Corporation state the brief facts of the representation having been made or(ii)Send a copy of the representation to shareholder of class (d) of the Corporation and if a copy of the representation is not sent as aforesaid because they were received too late, the Director may requires that a representation shall be read out at the meeting. The provision aforesaid will not prejudice the right of the Director to be heard orally in the Meeting.(iii)The resolution for removal of the Director shall be placed before shareholders of class (d) in General Meeting for its decision and the Director concerned if he so wishes shall be given an opportunity to represent his case before the meeting for such time as the Chairman of the Meeting permits.(f)The vacancy created by the removal of Director under the above Regulation be filled in by the appointment of another Director in his place in the meeting at which he is removed provided a special notice of intended appointment has been given.(g)Procedure prescribed under these regulations for nomination and election of Director shall apply to the election to be made for filling the vacancy caused by removal of Directors.(ii)The Director so elected shall hold the office until the date upto which his predecessor would have held the office if he had not been removed as aforesaid;(iii)While convening a special general meeting for the above purpose, the Board shall call for proposals for election of Directors to fill the casual vacancy in the event of resolution for removal of the Director being approved by the requisite number of shareholders as provided in Section 13(2) and in that event the provisions of Chapter III and Chapter IV of these regulations shall mutatis mutandis apply to the special general meeting to be convened and to the election to be held as above.
