sejal architectural glass limited - Securities and Exchange Board of ...

Title of Article Article Number and contents
(d) he has been convicted by a Court of any offence involving moral turpitude
sentenced in respect thereof to imprisonment for not less than six months and a
period of five years has not elapsed form the date of expiry of the sentence;
(e) he has not paid any call in respect of Shares of the Company held by him
whether alone or jointly with others and six months have lapsed from the last day
fixed for the payment of the call; or
(f) an order disqualifying him for appointment as Director has been passed by a
Court in pursuance of Section 203 of the Act and is in force; unless the leave of the
Removal of
Directors
Court has been obtained for his appointment in pursuance of that Section.
165.
(a) The Company may subject to the provisions of
Section 284 and other applicable provisions of the Act and these Articles by Ordinary
Resolution remove any Director not being a Director appointed by the Central
Government in pursuance of Section 408 of the Act before the expiry of his period
of office.
(b) Special Notice as provided by these Articles or Section 190 of the Act;
shall be required of any resolution to remove a Director under the Article or to appoint
some other person in place of a Director so removed at the Meeting at which he is
removed.
(c) On receipt of notice of a resolution to remove a Director under this
Article; the Company shall forthwith send a copy; thereof to the Director
concerned and the Director (whether or not he is a Member of a Company) shall
be entitled to be heard on the resolution at the Meeting.
(d) where notice is given of a resolution to remove a Director under this
Article and the Director concerned makes with respect thereto representations in
writing to the Company (not exceeding reasonable length) and requests their
notification to Members of the Company, the Company shall, unless the
representations are, received by it too late for it to do so:
(i) in the notice of the resolution given to the Members of the Company state the
fact of the representations having been made, and
(ii) send a copy of the representations to every Member of the Company to
whom notice of the Meeting is sent(before or after the representations by
the Company) and if a copy of the representations is not sent as aforesaid because
they were received too late\ or because of the Company's default the Director may
(without prejudice to his right to be heard orally) require that the representation
shall be read out at the Meeting; provided that copies of the representation
need not be sent or read out at the Meeting if on the application, either of
the Company or of any other person who claims t o b e aggrieved by the
Court is satisfied that the rights concerned by this sub-clause are being abused
to secure needless publicity for defamatory matter.
(e) A vacancy created by the removal of the Director under this Article
may, if he had been appointed by the Company in General Meeting or by
the Board, in pursuance of Article 153 or Section 262 of the Act be filled
by the: appointment of another Director in his place by the Meeting at
which he is removed, provided special notice of the intended appointment
has been given under Article 163 hereof. A Director so appointed shall
hold office until the date upto which his predecessor would have held office
if he had not been removed as aforesaid.
(f) If the vacancy is not filled under sub-clause(e), it may be filled as a
casual vacancy in accordance with the provisions, in so far as they are
applicable of Article 153 or Section 162 of the Act, and all the provisions of
that Article and Section shall apply accordingly
(g) A Director who was removed from office under this Article shall not be
re-appointed as a Director by the Board of Directors.
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