Section 35B:
Amendments of provisions relating to appointments of managing directors, etc., to be subject to previous approval of the Reserve Bank.
1[35B. Amendments of provisions relating to appointments of managing directors, etc., to be
subject to previous approval of the Reserve Bank.--(1) In the case of a banking company--
(a) no amendment of any provision relating to 1[the maximum permissible number of directors
or] the 2[appointment or re-appointment or termination of appointment or remuneration of a
chairman, a] 3[managing director or any other director, whole-time or otherwise] or of a manager or
or a chief executive officer by whatever name called, whether that provision be contained in the
company's memorandum or articles of association, or in an agreement entered into by it, or in any
resolution passed by the company in general meeting or by its Board of directors shall have effect
unless approved by the Reserve Bank;
4[(b) no appointment or re-appointment or termination of appointment of a chairman, a
managing or whole-time director, manager or chief executive officer by whatever name called, shall
have effect unless such appointment, re-appointment or termination of appointment is made with
the previous approval of the Reserve Bank.]
5[Explanation.--For the purposes of this sub-section, any provision conferring any benefit or
providing any amenity or perquisite, in whatever form, whether during or after the termination of the
term of office 6[of the chairman or the manager] or the chief executive officer by whatever name called
or the managing director, or any other director, whole-time or otherwise, shall be deemed to be a
provision relating to his remuneration.]
(2) Nothing contained in sections 7[268 and 269, the proviso to sub-section (3) of section 309,
sections 310 and 311, the proviso to section 387, and section 388] (in so far as section 388 makes the 8[provisions of sections 269, 310] and 311 apply in relation to the manager of a company) of the
Companies Act, 1956 (1 of 1956), shall 9[apply to any matter in respect of which the approval of the
Reserve Bank has to be obtained under sub-section (1)].
10[(2A) Nothing contained in section 198 of the Companies Act, 1956 (1 of 1956) shall apply to a
Banking company and the provisions of sub-section (1) of section 309 and of section 387 of that Act
shall, insofar as they are applicable to a banking company, have effect as if no reference had been made
in the said provisions to section 198 of that Act.]
(3) No act done by a person 11[as chairman or a managing or whole-time director] or a director not
liable to retire by rotation or a manager or a chief executive officer by whatever name called, shall be
deemed to be invalid on the ground that it is subsequently discovered that his 12[appointment or
re-appointment] had not taken effect by reason of any of the provisions of this Act; but nothing in this
sub-section shall be construed as rendering valid any act done by such person after his 13[appointment or
re-appointment] has been shown to the banking company not to have had effect.]
Notes:
1 Ins. by Act 1 of 1984, s. 30 (w.e.f. 15-2-1984).
2 Subs. by Act 58 of 1968, s. 11, ibid, for "appointment or re-appointment or remuneration of a" (w.e.f. 1-2-1969).
3 Subs. by Act 33 of 1959, s. 21, for "managing or whole-time director or of a director not liable to retire by rotation"
(w.e.f. 1-10-1959).
4 Subs. by Act 58 of 1968, s. 11, for clause (b) (w.e.f. 1-2-1969).
5 Added by Act 33 of 1959, s. 21 (w.e.f. 1-10-1959).
6 Subs. by Act 58 of 1968, s. 11, for "of the manager" (w.e.f. 1-2- 1969).
7 Subs. by Act 36 of 1962, s. 7, for "268, 269, 310, 311 and 388".
8 Subs. by Act 1 of 1984, s. 30, for "provisions of section 310" (w.e.f. 15-2-1984).
9 Subs. by Act 33 of 1959, s. 21, for certain words (w.e.f. 1-10-1959).
10 Ins. by Act 1 of 1984, s. 30 (w.e.f. 15-2-1984).
11 Subs. by Act 58 of 1968, s. 11, for "as a managing or whole-time director" (w.e.f. 1-2-1969).
12 Subs. by s. 11, ibid., for "appointment" (w.e.f. 1-2-1969).
13 Subs. by Act 58 of 1968, s. 12, for certain words (w.e.f. 1-2- 1969).