• Disqualification under sec 164(2)

A new company was incorporated in 2011 a PVT Ltd company. The company never took off since the directors started their own companies on their own. The company did no business and did not even open a bank account. Also it was requested to the respective chatreterd accountants to to take necessary action to close the company. The professionals failed to do so. The directors were under the impression the file was close till it received the noice from the company registrar in 2017. Again the proffessionals were consulted the application for striking off the company STK2 form was filed . Now we understand the directors are disqualified under 164(2).Cannot file Dir 10 or any other activity.Only directors where shareholders. No ther notices were received.
What is the remedy. Why should a genuine person be penalised for a proffessionals fault. Are not the proffessionals bound by some moral code of conduct . Please advice
Asked 8 years ago in Business Law

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3 Answers

The winding up of a company can also be done voluntarily by the members of the Company, if:

If the company passes a special resolution for winding up of the Company.

The company in general meeting passes a resolution requiring the company to be wound up voluntarily as a result of the expiry of the period of its duration, if any, fixed by its articles of association or on the occurrence of any event in respect of which the articles of association provide that the company should be dissolved.

2) you are not eligible to be re-appointed as a director of that company or appointed in other company for a period of five years

3) you can file appeal before the Tribunal against your disqualification as director

Ajay Sethi
Advocate, Mumbai
99836 Answers
8148 Consultations

You cannot blame the professional for the lapse on your side.

You should have ensured that the action taken for closure of the company was approved by the authorities concerned through follow up action.

The professional would disown the responsibility citing that you were not available for compliance of necessary formalities in this regard.

T Kalaiselvan
Advocate, Vellore
90038 Answers
2498 Consultations

Hello,

the appropriate remedy for you will be to file to file an appeal before the tribunal for your disqualification as a director.

Further for next five years you will not be eligible to be appointed as a director in any company.

Professional can not be held liable for the laps on your part, it was your duty to confirm that your CA has done the job.

Regards

Anilesh Tewari
Advocate, New Delhi
18103 Answers
377 Consultations

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