Section 274 – The Companies Act,1956

The Companies Act, 1956

274. Disqualifications of directors

(1) A person shall not be capable of being appointed director of a company, if-

(a) he has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force;

(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 1[***] of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less to six months, and a period of five years has not elapsed from the date of expiry of the sentence;

(e) he has not paid any call in respect of 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; or

(f) an order disqualifying him for appointment as director has been passed by a Court in pursuance of section 203 and is in force, unless the leave of the Court has been obtained for his appointment in pursuance of that section.

2[(g) such person is already a director of a public company which,-

(A) has not filed the annual accounts and annual returns for any continuous three financial years commencing on and after the first date of April, 1999; or

(B) has failed to repay its deposit or interest thereon on due date or redeem its debentures on done date or pay dividend and such failure continues for one year or more :

Provided that such person shall not be eligible to be appointed as a director of any other public company for a period of five years from the date on which such public company, in which he is a director, failed to file annual accounts and annual returns under sub-clause (a) or has failed to repay its deposit or interest or redeem its debentures on due date or pay dividend referred to in clause (b).]

(2) The Central Government may, by notification in the Official Gazette, remove-

(a) the disqualification incurred by any person in virtue of clause (d) of sub section (1), either generally or in relation to any company or companies specified in the notification; or

(b) the disqualification incurred by any person in virtue of clause (e) of subsection (1).

(3) A private company which is not a subsidiary of a public company may, by its articles, provide that a Person shall be disqualified for appointment as a director on any grounds in addition to those specified in subsection (1).

1. The words “in India” omitted by Act 65 of 1960, sec. 93 (w.e.f. 28-12-1960).

2. Ins. by Act 53 of 2000, sec. 132 (w.e.f. 13-12-2000).

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