/ MCA · Director Disqualification · Updated 2026-10-25

Director Disqualified Under Section 164(2): How to Fix It, non-filing, disqualification and the way back.

If a company does not file its financial statements or annual returns for three continuing financial years, every director of that company is disqualified for five years under Section 164(2). The disqualification follows the director to every other company where they sit on the board. The fix is to bring the defaulting company's filings up to date and, where needed, approach the Registrar or the High Court.

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Written by CA Durgesh Chavda

Chartered Accountant (ICAI) · Founder, Bharat Quantum Prospera · US incorporation, India-US DTAA, FEMA ODI, NRI taxation, cross-border structuring · LinkedIn

/ What disqualification does

The consequences.

The director cannot be appointed or reappointed to any company for five years.
The director vacates office in other companies under Section 167(1)(a), except in the defaulting company itself.
The DIN is flagged on the MCA portal, which shows up in investor and lender due diligence.
Foreign parents often find out when they try to appoint a nominee director to a new Indian entity.

/ The way back

Options in order of preference.

File every overdue AOC-4 and MGT-7 for the defaulting company, with additional fees.
Apply for compounding of the Section 137 and Section 92 defaults where appropriate.
Once filings are current, request removal of the disqualification and DIN reactivation from the Registrar, supported by the filing SRNs.
Where the company has already been struck off, apply to the NCLT under Section 252 to restore it so the filings can be made.
Where the Registrar's action was procedurally defective, a writ petition before the High Court is available.

/ Prevention

Avoid it next year.

Calendar AOC-4 (30 days after AGM), MGT-7 (60 days after AGM) and DIR-3 KYC (30 September) for every company where you are a director.
Close dormant companies properly through STK-2 or apply for dormant status, rather than letting filings lapse.
If you are a nominee director for a foreign parent, ask for a compliance certificate each year.

Last updated: 25 October 2026. Statutory dates can be extended by MCA or CBDT notification; check the latest circular before relying on a date.

/ Ready when you are

Director disqualified or DIN flagged?

We clear the filing backlog and apply for removal. Email durgesh@bharatquantumprospera.com or WhatsApp +91 78018 87130 with your CIN/PAN and the notice or deadline you are facing. You get a fixed-scope quote within 48 hours.

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FAQ

Common questions, answered.

When is a director disqualified under Section 164(2)?

When a company has not filed financial statements or annual returns for three continuing financial years, or has failed to repay deposits or debentures for a year or more. All directors are disqualified for five years.

Does disqualification affect my other companies?

Yes. You vacate office in other companies under Section 167(1)(a), and you cannot be appointed anywhere for five years.

Can the disqualification be removed?

Usually by bringing all overdue filings up to date and applying to the Registrar for removal, or through the NCLT if the company was struck off, or a High Court writ where the action was defective.

How long does it take to fix?

Backlog filings can be completed in two to six weeks depending on how many years are missing. Restoration through the NCLT takes longer.

Can BQP handle backlog filings and removal?

Yes, end to end, including for foreign nominee directors. Email durgesh@bharatquantumprospera.com or WhatsApp +91 78018 87130 with your CIN/PAN and the notice or deadline you are facing. You get a fixed-scope quote within 48 hours.