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Can he be again appointed in his lifetime in that company?

30 September 2016

Vacation of Office of Director – Sec 167

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

If a person has failed to attend meeting for 12 months due to unavoidable reasons should he vacate the office now?

If yes,does that mean that person cannot be again appointed as director in his lifetime in that company or he can be again appointed later after few years.

kindly clarify.

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4 Replies

prathiba (company secretary) (259 Points)
Replied 30 September 2016

Hi Venkat,

If a director absents himself from all board meetings of the company, the office becomes vacant , whether or not , he obtains leave of absence.

The procedural aspects of this law would be as follows:

1.The vacation of office of the director is communicated to ROC by filing DIR-12 wherein the reason for cessation in clause xvii of the form shall be chosen as Vacation of office u/s.167. After approval of the form, the MCA Portal will not display the name of the director.

(During the annual ROC Filing, Clause IX-D of Form MGT-7 asks for the details of board meeting attendance of director, wherein the director attendance shall be nil.)

The vacation of office of a director is not , however, a disqualification. If he is otherwise eligible u/s.164 and the board is willing to appoint him, he can be taken as additional director on board upto the ensuing AGM and then , if the shareholders pass the resolution for his re-appointment, his appointment can be regularised.

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