valid as on 14/10/2019

Section 164. Disqualifications for appointment of director

(1) A person shall not be eligible for appointment as a  of a , if —

(a) he is of unsound mind and stands so declared by a competent court;

(b) he is an undischarged insolvent;

(c) he has applied to be adjudicated as an insolvent and his application is pending;

(d) he has been convicted by a court of any offence, whether involving moral turpitude , and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence:

Provided that if a person has been convicted of any offence and sentenced in respect thereof to imprisonment for a period of seven years or more, he shall not be eligible to be appointed as a director in any company;

(e) an order disqualifying him for appointment as a director has been passed by a court or and the order is in force;

(f) he has not paid any calls in respect of any of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call;

(g) he has been convicted of the offence dealing with transactions under section 188 at any time during the last preceding five years; or

(h) he has not complied with sub-section (3) of section 152.

(2) who is or has been a director of a company which—

(a) has not filed for any continuous period of three ; or

(b) has failed to repay the deposits accepted by it or pay interest thereon or to redeem any  on the due date or pay interest due thereon or pay any dividend declared and such failure to pay or redeem continues for one year or more, shall be eligible to be re-appointed as a director of that company or appointed in other company for a period of five years from the date on which the said company fails to do so.

where a person is appointed as a director of a company which is in default of clause (a) or clause (b), he shall not incur the disqualification for a period of six months from the date of his appointment.

(3) A may by its  provide for any  for appointment as a director in addition to those specified in sub-sections (1) and (2):

the disqualifications referred to in clauses (d), (e) and (g) of sub-section (1) shall continue to apply even if the appeal or petition has been filed against the order of conviction or disqualification.

Provided that the disqualifications referred to in clauses (d), (e) and (g) of sub-section(1) shall not take effect—

(i) for thirty days from the date of conviction or order of disqualification;

(ii) where an appeal or petition is preferred within thirty days as aforesaid against the conviction resulting in sentence or order, until expiry of seven days from the date on which such appeal or petition is disposed off; or

(iii) where any further appeal or petition is preferred against order or sentence within seven days, until such further appeal or petition is disposed off.

2(34) Director means a director appointed to the Board of a company
2(20) Company means a company incorporated under this Act or under any previous company law
Refer Rule 2(1)(s) of the Companies (Specification of Definition Details) Rules,2014. To view the rule,Click Here
2(90) Tribunal means the National Company Law Tribunal constituted under section 408
2(84) Share means a share in the share capital of a company and includes stock
2(76) Related Party, with reference to a company, means—

(i) a director or his relative;

(ii) a key managerial personnel or his relative;

(iii) a firm, in which a director, manager or his relative is a partner;

(iv) a private company in which a director or manager or his relative is a member or director;

(v) a public company in which a director or manager is a director and holds along with his relatives, more than two per cent of its paid-up share capital;

(vi) any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager;

(vii) any person on whose advice, directions or instructions a director or manager is accustomed to act:

Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity;

(viii) any body corporate which is—

(A) a holding, subsidiary or an associate company of such company;

(B) a subsidiary of a holding company to which it is also a subsidiary; or

(C) an investing company or the venturer of a company;

Explanation.—For the purpose of this clause, “the investing company or the venturer of a company” means a body corporate whose investment in the company would result in the company becoming an associate company of the body corporate.

(ix) such other person as may be prescribed.

Inserted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act,Click Here
Section 164 (2) shall not apply to a Government Company, vide notification no. G.S.R. 463(E) dated 5th June, 2015.

(The exceptions, modifications and adaptations provided above shall be applicable only to those Government Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)

To view the notification,Click Here

Clarification regarding filing requirements under e-CODS, 2018 vide General Circular No. O5/2018 dated 17.05.2018. To view the Circular,Click Here

The Condonation of Delay Scheme, 2018 is further extended till 01.05.2018 vide General Circular No. 03/2018 dated 27.04.2018. To view the Circular,Click Here

The Condonation of Delay Scheme, 2018 is further extended till 30.04.2018 vide General Circular No. 02/2018 dated 28.03.2018. To view the Circular,Click Here

MCA has issued Condonation of Delay Scheme, 2018 vide General Circular 16/17 dated 29.12.2017. To view the circular,Click Here

2(41) Financial Year, in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:

Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:

Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause

Provided also that in case of a Specified IFSC public company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

Provided also that in case of a Specified IFSC private company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

2(30) Debenture, includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not

Provided that— (a) the instruments referred to in Chapter III-D of the Reserve Bank of India Act, 1934; and

(b) such other instrument, as may be prescribed by the Central Government in consultation with Reserve Bank of India, issued by a company,

shall not be treated as debenture;

Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018 Effective from 07-05-2018
To view commencement notification,Click Here
To view the notification of Companies Amendment Act,2017 Click Here
2(68) Private company means a company having a minimum paid-up share capital as may be prescribed, and which by its articles, —

(i) restricts the right to transfer its shares;

(ii) except in case of One Person Company, limits the number of its members to two hundred:

Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member:

Provided further that—

(A) persons who are in the employment of the company; and

(B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and

(iii) prohibits any invitation to the public to subscribe for any securities of the company

2(5) Articles means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act
Refer rule 14 of the Companies (Appointment and Qualification of Directors) Rules,2014.To view the rule,Click Here
Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018 Effective from 07-05-2018
To view commencement notification,Click Here
To view the notification of Companies Amendment Act,2017 Click Here

1.1.2 – Companies (Specification of definitions details) Rules, 2014.

2. Definitions.—
(1) In these rules, unless the context otherwise requires,—

(a) “Act” means the Companies Act, 2013 (18 of 2013);

(b) “Certifying Authority” for the purpose of Digital Signature Certificate means a person who has been granted a licence to issue a Digital Signature Certificate under section 24 of the Information Technology Act, 2000 (21 of 2000) and the Certified Filing Center (CFC) under the Act;

(c) “digital signature” means the digital signature as defined under clause (p) of subsection (1) of section 2 of the Information Technology Act, 2000 (21 of 2000);

(d) “Digital Signature Certificate” means a Digital Signature Certificate as defined under clause (q) of sub-section (1) of section 2 of the Information Technology Act,2000 (21 of 2000);

(e) “Director Identification Number” (DIN) means an identification number allotted by the Central Government to any individual, intending to be appointed as director or to any existing director of a company, for the purpose of his identification as a director of a company;

Provided that the Director Identification Number (DIN) obtained by the individuals prior to the notification of these rules shall be the DIN for the purpose of the Companies Act, 2013:

Provided further that “Director Identification Number” (DIN) includes the Designated Partnership Identification Number (DPIN) issued under section 7 of the Limited Liability Partnership Act, 2008 (6 of 2009) and the rules made thereunder;

(f) “e-Form” means a form in the electronic form as prescribed under the Act or the rules made thereunder and notified by the Central Government under the Act;

(g) “electronic Mail” means the message sent, received or forwarded in digital form using any electronic communication mechanism that the message so sent, received or forwarded is storable and retrievable;

(h) “electronic mode”, for the purposes of clause (42) of section 2 of the Act, means carrying out electronically based, whether main server is installed in India or not, including, but not limited to-

(i) business to business and business to consumer transactions, data interchange and other digital supply transactions;

(ii) offering to accept deposits or inviting deposits or accepting deposits or subscriptions in securities, in India or from citizens of India;

(iii) financial settlements, web based marketing, advisory and transactional services, database services and products, supply chain management;

(iv) online services such as telemarketing, telecommuting, telemedicine, education and information research; and

(v) all related data communication services, whether conducted by e-mail, mobile devices, social media, cloud computing, document management, voice or data transmission or otherwise;

(i) “electronic record” means the electronic record as defined under clause (t) of subsection (1) of section 2 of the Information Technology Act, 2000;

(j) “electronic Registry” means an electronic repository or storage system of the Central Government in which the information or documents are received, stored,
protected and preserved in electronic form;

(k) “Executive Director” means a as defined in clause (94) of section 2 of the Act;

(l) ”Fees” means the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014;

(m) ”Form” means a form set forth in the Act or the rules made thereunder which shall be used for the matter to which it relates;

(n) “Pre-fill” means the automated process of data input by the computer system from the database maintained in electronic registry of the Central Government;

(o) “Registrar’s Front Office” means an office maintained by the Central Government or an agency authorised by it to facilitate e-filing of documents into the electronic registry and their inspection and viewing;

(p) “Regional Director” means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;

(q) “section” means the section of the Act;

 “Total Share Capital”, for the purposes of clause (6) and clause (87) of section 2, means the aggregate of the –

(a) paid-up equity share capital; and
(b) convertible preference share capital;

(s) For the purposes of clause (d) of sub-section (1) of Section 164 and clause (f) of sub-section (1) of section 167 of the Act, “or otherwise” means any offence in respect of which he has been convicted by a Court under this Act or the Companies Act, 1956;

(2) The used in these rules but not defined and defined in the Act or in (i) the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or (ii) the Securities and Exchange Board of India Act, 1992 (15 of 1992) or (iii) the Depositories Act, 1996 (22 of 1996) or (iv) the Information Technology Act, 2000 (21 of 2000) or rules and regulations made there under shall have the meanings respectively assigned to them under the Act or those Acts.

2(94) whole-time director includes a director in the whole-time employment of the company
Omitted vide Companies (Specification of Definitions Details)
Amendment Rules, 2018. dated 07/05/2018.To view the notification Click Here
2(95) words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the Depositories Act, 1996 (22 of 1996) shall have the meanings respectively assigned to them in those Acts

11.1.14-Companies (Appointment and Qualification of Directors) Rules,2014

14. Disqualification of directors under sub-section (2) of section 164.-

  1. Every director shall inform to the company concerned about his disqualification under sub-section (2) of section 164, if any, in  before he is appointed or re-appointed.
  2. Whenever a company fails to file the financial statements or annual returns, or fails to repay any deposit, interest, dividend, or fails to redeem its debentures, as specified in sub-section (2) of section 164, the company shall immediately file , to the Registrar furnishing therein the names and addresses of all the directors of the company during the relevant financial years.
  3. When a company fails to file the  within a period of thirty days of the failure that would attract the disqualification under sub-section (2) of section 164, officers of the company specified in clause (60) of section 2 of the Act shall be the officers in default.
  4. Upon receipt of the  under sub-rule (2), the Registrar shall immediately register the document and place it in the document file for public inspection.
  5. Any application for removal of disqualification of directors shall be made in

To view the return,Click Here
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Commencement Notification dated 07/05/2018


Enforcement Notification S.O. 902(E) dated 26/03/2014


Exemption to Govt Companies G.S.R. 463(E) dated 05/06/2015


Exemptions to Government Companies [Amendment to GSR 463(E)] dated 13/06/2017


The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)


The Companies (Amendment) Act, 2019 dated 31.07.2019


The Companies (Amendment) Ordinance, 2018 dated 02.11.2018 [repealed vide the Companies (Amendment) Ordinance, 2019]


The Companies (Amendment) Ordinance, 2019 dated 12.01.2019 w.e.f., 02.11.2018


Circular for extension of last date for Condonation of Delay Scheme 2018 dated 27.04.2018


General Circular 16/2017


General Circular No. 02/2018 dated 28.03.2018


FORM DIR-10 Form of application for removal of disqualification of Directors


FORM DIR-8 Intimation by Director


FORM DIR-9 Report by the company to Registrar


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