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Removal of disqualification of director

Jayanti Dey (Practicing Company Secretary) (271 Points)

31 October 2017

One of the Private Limited company KRI Food & Beverages Pvt Ltd has been struck off by the ROC for not filing AR/BS for three consecutive years, due to which the directors if this company are disqulaified u/s 164(2). They are the directors of two more companies which is active in status but cannot complete its annual filing or any roc filing as these directors have been disqualified. These two companies have common directors. Kindly suggest a solution how to remove this disqualification so that annual filing can be done.

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5 Replies

KolamburMeenakshisundaramKumar (company secretary) (33 Points)
Replied 31 October 2017

Are the 2 directors also promoters of the company.

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Jayanti Dey (Practicing Company Secretary) (271 Points)
Replied 31 October 2017

yes sir. There are three directors common in three companies. So every director has been disqualified u/s 164(2). Kindly suggest how can the filing of the other two active companies be done?

Feni Shah (Founder of Feni Shah & Associates and Visiting Faculty) (53 Points)
Replied 01 November 2017

In that case the active Company has to appoint the new Directors from back end (Regional ROC) and complete the annual filling with ROC.(If all the Directors of the Company are disqualified). There is a circular in this regard.

If all the Directors are not disqualifiied then you can use the DIN and DSC of active Director to appoint the new Director and then complele the filling.

Law is still silent on remedy and relief available to disqalified Director. The only way is to approach NCLT.

CS Feni Shah

Feni Shah & Associates

9833225599

KolamburMeenakshisundaramKumar (company secretary) (33 Points)
Replied 01 November 2017

In this case,if all the directors are also the promoters of the company, then no new director can be appointed.This happens in almost all cases in pvt ltd cos. If there are still promoters who are not directors they can appoint new directors and they can file returns. Once this is done, then DIR 10 can be filed with roc for removing the disqualification of the other directors, but how this DIR 10 can be filed, whether physically or electronically, it is not clear.The ultimate step is to file a petition in the Court for stay.

kmkumar

ca acs