Q.Explain the disqualifications of a director under Section 164 of the Companies Act, 2013.
Section 164 of the Companies Act, 2013 lists the specific circumstances under which a person is disqualified from being appointed as a director, or from continuing to hold office as a director, of any company. Because a director is entrusted with control over shareholders' investments, the Act screens out individuals whose personal circumstances or past conduct make that trust unsafe. The main disqualifications are:
- Person of unsound mind: a person who has been declared to be of unsound mind by a competent court cannot be a director.
- Undischarged insolvent: a person who has been legally declared insolvent and has not been discharged from that status is disqualified.
- Pending insolvency application: a person who has applied to be adjudicated an insolvent, and whose application is still pending before the court, is disqualified during that period.
- Conviction involving moral turpitude: a person convicted by a court of any offence involving moral turpitude (that is, conduct considered dishonest or morally wrong) and sentenced to imprisonment for a period of six months or more, is disqualified for five years from the date the sentence ends.
- Non-payment of call money: a person who holds shares in a company and has not paid any call (an amount demanded by the company on partly-paid shares) within six months of it becoming due is disqualified.
- Certain other grounds also apply, such as disqualification arising from convictions relating to related-party transactions or from orders passed by a court or tribunal restraining a person from being a director.
These disqualifications apply not just at the point of appointment — if a serving director comes to fall under any of these grounds while in office, they are required to vacate their office immediately. The overall purpose of Section 164 is to keep individuals with a demonstrated record of unreliability, dishonesty, or financial irresponsibility out of positions where they would control other people's money.
Under Section 164, a person is disqualified from being (or continuing as) a director on grounds including unsoundness of mind, undischarged insolvency, a pending insolvency application, conviction for an offence involving moral turpitude with a sentence of 6 months or more within the preceding 5 years, and failure to pay call money on shares held for 6 months.
Unlock everything free for 14 days
- Full step-by-step solutions
- Concept-first explanations
- Methods, shortcuts & mistakes
- PYQ mapping + timed mock tests
Full access for 14 days. No credit card required.