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disqualification of directors

sheetal (working in a real estate company as a CS) (38 Points)

22 November 2017

What is d procedure to remove disqualification of directors if they are disqualified due to reason other than non filing of annual return for 3 fy. The directors have been disqualified bcoz of d Co. Which has already been amalgamated with other company. What steps to be followed to remove disqualification.?

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CA PRADEEP C B (Prop: Pradeep C & Company Chartered Accountant Palakkad Kerala) (166 Points)
Replied 22 November 2017

If disqualifications prescribed under section 164 is attracted, director must vacate his office as per section 167. Hence his office become vacant automatically.
Only filing form DIR-12 is to required ie...inform ROC about the disqualification and vacation of director.

Removal is not required. it is a different scenario. Section 169.

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sheetal (working in a real estate company as a CS) (38 Points)
Replied 22 November 2017

My point is not cleared with ur reply

Sudhir Todkar (CS Professional) (1021 Points)
Replied 23 November 2017

In the give case, such Director is not treated as Disqualified. In case of amalgamation of companies the company will offer him to be continue in the resulting company or competition to such Director.

He just need to send notice in writing to Company and ROC reason for resignation.

Disqualified is different from removal of Directors..

Sudhir Todkar (CS Professional) (1021 Points)
Replied 23 November 2017

compensation* not competition

CA PRADEEP C B (Prop: Pradeep C & Company Chartered Accountant Palakkad Kerala) (166 Points)
Replied 23 November 2017

REMOVAL OF DISQUALIFICATION:
Section149 (12), which starts with a non-obstante clause. An independent director or non-executive director shall be “liable” only for such acts of omissions or commission by a company which has “occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently.”

Hence they will not be liable for such disqualification for such acts of omissions or commission by a company without his involvement.

Apply to NCLT or Central Government for removal of such disqualifications.