Section 6 in The Industrial Development Bank Of India Act, 1964
6. [ Constitution of Board .- [(1) The Board shall consist of the following, namely:-
(a)a Chairman and a Managing Director appointed by the Central Government:Provided that the same person may be appointed to function both as chairman and as Managing Director;(b)one whole-time director appointed by the Central Government on the recommendation of the Board;(c)two directors who shall be officials of the Central Government nominated by the Central Government;(d)three directors from amongst persons having special knowledge of, and professional experience in, science, technology, economics, industry, banking, industrial co-operatives, law, industrial finance, investment, accountancy, marketing or any other matter, the special knowledge of, and professional experience in, which would, in the opinion of the Central Government, be useful to the Development Bank, nominated by the Central Government; and(e)such number of directors elected, in the prescribed manner, by shareholders other than the Central Government, whose names are entered on the register of shareholders of the Development Bank ninety days before the date of the meeting in which such election takes place on the following basis, namely:-(i)where the total amount of equity share capital issued to such shareholders is ten per cent. or less of the total issued equity capital, two directors;(ii)where the total amount of equity share capital issued to such shareholders is more than ten per cent. but less than twenty-five per cent. of the total issued equity capital, three directors; and(iii)where the total equity share capital issued to such shareholders is twenty-five per cent. or more of the total issued equity capital, four directors:Provided that until the assumption of charge by the elected directors under this clause, the Central Government may at any time nominate such number of directors, not exceeding four, from amongst persons having special knowledge of, and professional experience in, science, technology, economics, industry, banking, industrial co-operatives, law, industrial finance, investment, accountancy, marketing or any other matter, the special knowledge of, and professional experience in, which would, in the opinion of the Central Government, be useful to the Development Bank for carrying out its functions.](2)[The Chairman, the Managing Director and the whole-time director] [ Substituted by Act 5 of 1995, Section 7, for " The chairman and the managing director" (w.r.e.f. 12.10.1994).][shall hold office for such term not exceeding five years as the Central Government may specify in this behalf and any person so appointed shall be eligible for re-appointment.] [Substituted by Act 52 of 1975, Section 7, for Section 6 (w.e.f. 16.2.1976). ][(2-A) Notwithstanding anything contained in sub-section (1) the Central Government shall have the right to terminate the term of office of [the chairman, the Managing Director or the whole-time director] [Inserted by Act 73 of 1976, Section 5, (w.r.e.f. 11.6.1976). ][, as the case may be, at any time before the expiry of the term specified under sub-section (2) by giving him notice of not less than three months in writing or three months 'salary and allowances in lieu of such notice; and [the Chairman or Managing Director] [Inserted by Act 73 of 1976, Section 5, (w.r.e.f. 11.6.1976). ][, as the case may be, shall also have the right to relinquish his office at any time before the expiry of the term specified under sub-section (2) by giving to the Central Government notice of not less than three months in writing.] [Inserted by Act 73 of 1976, Section 5, (w.r.e.f. 11.6.1976). ](3)[The Chairman, the Managing Director and the whole-time director] [ Substituted by Act 5 of 1995, Section 7, for " The chairman and the managing director" (w.r.e.f. 12.10.1994).][shall receive such salary and allowances as may be determined by the Central Government.] [Substituted by Act 52 of 1975, Section 7, for Section 6 (w.e.f. 16.2.1976). ][(3-A) The Central Government may, at any time, remove] [Inserted by Act 73 of 1976, Section 5, (w.r.e.f. 11.6.1976). ] [the Chairman, the Managing Director or the whole-time director] [ Substituted by Act 5 of 1995, Section 7, for " The chairman or the managing director" (w.r.e.f. 12.10.1994).][, as the case may be, from office:Provided that no person shall be removed from his office, under this sub-section, unless he has been given an opportunity of showing cause against his removal.] [Inserted by Act 73 of 1976, Section 5, (w.r.e.f. 11.6.1976). ](4)A nominated director shall hold office during the pleasure of the authority nominating him.[(4-A) Subject to the provisions of sub-section (4),-(a)every director nominated under clause (d ) of sub-section (1) shall hold office for such term not exceeding three years as the Central Government may specify in this behalf and thereafter until his successor assumes office, and shall be eligible for re-nomination:Provided that no such director shall hold office continuously for a period exceeding six years; and(b)every director elected under clause (e) of sub-section (1) shall hold office for three years and thereafter until his successor assumes office, and shall be eligible for re-election:Provided that no such director shall hold office continuously for a period exceeding six years.] [ Substituted by Act 5 of 1995, Section 7, for sub-S. (4-A) (w.r.e.f. 12.10.1994).][(4-B) The shareholders, other than the Central Government, may, after giving to the director a reasonable opportunity of being heard in the manner as may be prescribed, by resolution passed by majority of the votes of such shareholders holding in the aggregate not less than one-half of the share capital held by such shareholders, remove any director elected under clause (e) of sub-section (1) and elect another director in his place to fill the vacancy so caused.] [ Inserted by Act 5 of 1995, Section 7, (w.r.e.f. 12.10.1994).](5)[(i) A meeting of the Board shall be held at least once every three months and at least four meetings shall be held every year and the meetings may be held at such places as may be prescribed.(ii)Notice of every meeting of the Board shall be given in writing to every director for the time being in India, and at his usual address in India to every other director.(5-A) Subject to the provisions contained in this Chapter, the Board may meet at such times and places and shall observe such rules of procedure in regard to transaction of its business including the manner of adoption of resolutions as may be prescribed. ] [ Substituted by Act 5 of 1995, Section 7, for sub-S. (5) (w.r.e.f. 12.10.1994).](6)[ The Chairman or, if for any reason he is unable to attend a meeting of the Board, the Managing Director or, in the event of both the Chairman and the Managing Director being unable to attend a meeting, any other Director nominated by the chairman in this behalf and in absence of such nomination any director elected by the directors present from among themselves, shall preside at the meeting.(7)All questions which come up before any meeting of the Board shall be decided by a majority of votes of the directors present and voting, and in the event of an equality of votes, the chairman, or in his absence, the managing director, or in the absence of both the chairman and the managing director, the person presiding, shall have a second or casting vote.(8)Save as provided in sub-section (7), every director of the Board shall have one vote.] [Substituted by Act 52 of 1975, Section 7, for Section 6 (w.e.f. 16.2.1976). ][* * *] [ Section 6-A omitted by Act 5 of 1995, Section 8, (w.r.e.f. 12.10.1994).][6-B. Disqualifications of directors .-(1) A person shall not be eligible for being elected as director under clause (e) of sub-section (1) of section 6, if he-(a)has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force;(b)is an undischarged insolvent;(c)has applied to be adjudicated as an insolvent and his application is pending;(d)has been convicted by a Court of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence; or(e)has not paid any call in respect of shares of the Development Bank held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call.
