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    167. Vacation of office of director

    Posted By : damini / Published on : 06-Nov-2019 09:53 AM / View : 592 / Comment : 2

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    Dear learned Members ,



    U/s 167 clause (b) mentioned below, form where we should count 12 months ??


    167. Vacation of office of director

    (1) The office of a director shall become vacant in case—

    (b) he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board;

    Read more on : director office vacation

    • 12 Month from the last meeting he/she  attended:

       

      In terms of Section 167(1)(b) of Companies Act, 2013, the office of a director shall become vacant in case he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board.

      The Company Secretary should check that the proper process as mentioned in section 173 of the Companies Act, 2013 has been followed in sending the board meeting notices. The Company Secretary should keep the attendance records/minutes of the board meeting wherein such director’s absence is recorded.  For the purpose of counting of Board Meetings held in the preceding twelve months, the counting should commence from the date of the first Board Meeting held immediately after the Meeting which the Director concerned last attended.

      The requirement of SS-1 with respect to vacation of office is only for attendance of a Director in the Board Meeting and not for the manner of attending the Board Meeting.

      Therefore, Board Meeting attended by a Director, whether physically or through Electronic Mode, shall be sufficient attendance. A Board Resolution need not be passed to show that office of Director has been vacated by a particular Director.

      Vacation of office is automatic as soon as a Director is found to have incurred disability as contemplated by clause (g) of sub– section (1) of Section 283 of the Companies Act, 1956 (corresponding toclause (b) of sub–section (1) of Section 167 of the Companies Act, 2013) [Bharat Bhushan v. H.B. Portfolio Leasing Ltd. (1992) 74 Comp. Cas. 20].

      As a matter of good governance, due intimation of such vacation should be sent to such Director forthwith and the Board may take note of such vacation at its next Meeting. 

      26-07-2022 / 07:43:41 AM
      Reply
    • Section 167 of the Companies Act 2013 in India deals with the disqualification of directors in certain cases. As you've mentioned, this section specifies the conditions under which a person may be disqualified from being appointed or re-appointed as a director of a company. Here are the key points from Section 167:

      1.Continuous Non-filing of Financial Statements or Annual Returns (Section 167(2)(a)):** If a person has been a director of a company that has not filed its financial statements or annual returns for any continuous period of three financial years, they will be disqualified from being appointed or re-appointed as a director in any company for a period of five years from the date on which the said company fails to file the required documents.

      2.Failure to Repay Deposits, Debentures, or Dividends (Section 167(2)(b)):If a person has been a director of a company that has failed to repay the deposits it accepted, pay interest on those deposits, redeem debentures on their due date, pay interest due on debentures, or pay any declared dividends, and such failure continues for one year or more, they will be disqualified from being appointed or re-appointed as a director in any company for a period of five years from the date on which the company fails to fulfill these obligations.

      In summary, Section 167 of the Companies Act 2013 sets out stringent disqualification criteria for directors who have been associated with companies that have failed to comply with statutory requirements such as filing financial statements, annual returns, or meeting financial obligations like repaying deposits and debentures. If a person falls under either of these disqualification criteria, they cannot serve as a director in any company for a period of five years from the date of the non-compliance by the company they were associated with. This provision aims to ensure corporate governance and the responsible conduct of directors in companies.

      11-09-2023 / 10:51:01 AM
      Reply
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