Section 164 — Disqualifications for app ointment of director

(1) A person shall not be eligible for
appointment as a director of a company, 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 or otherwise,
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 Tribunal
and the order is in force;
(f) he has not paid any calls in respect of any shares 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 related party 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.
1[(i) he has not complied with the provisions of sub-section (1) of section 165.]
(2) No person who is or has been a director of a company which—
(a) has not filed financial statements or annual returns for any continuous period of three financial
years; or
(b) has failed to repay the deposits accepted by it or pay interest thereon or to redeem any debentures
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:

1. Ins. by Act 22 of 2019, s. 26 (w.e.f. 2-11-2018).

1[Provided that 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 private company may by its articles provide for any disqualifications for appointment as a director
in addition to those specified in sub-sections (1) and (2).