(1)[The office of a Director shall become vacant if-](a)he fails to obtain within the time specified in sub-section (1) of section 270, or at any time thereafter ceases to hold, the share qualification, if any, required of him by the articles of the company;(b)he is found to be of unsound mind by a Court of competent jurisdiction;(c)he applies to be adjudicated an insolvent;(d)he is adjudged an insolvent;(e)[ he is convicted by a Court of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months;] [ Substituted by Act 65 of 1960, Section 95, for Clause (e) (w.e.f. 28.12.1960).](f)he fails to pay any call in respect of shares of the company held by him, whether alone or jointly with others, within six months from the last date fixed for the payment of the call [unless the Central Government has, by notification in the Official Gazette, removed the disqualification incurred by such failure;] [ Inserted by Act 65 of 1960, Section 95 (w.e.f. 28.12.1960).](g)he absents himself from three consecutive meetings of the Board of Directors, or from all meetings of the Board for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board;(h)[he (whether by himself or by any person for his benefit or on his account), or any firm in which] [ Substituted by Act 65 of 1960, Section 95, for " he, or any firm in which" (w.e.f. 28.12.1960).] he is a partner or any private company of which he is a Director, accepts a loan, or any guarantee or security for a loan, from the company in contravention of section 295;(i)he acts in contravention of section 299;(j)he becomes disqualified by an order of Court under section 203; [*] [ The words " or" omitted by Act 65 of 1960, Section 95 (w.e.f. 28.12.1960).](k)he is removed in pursuance of section 284; [or] [ Inserted by Act 65 of 1960, Section 95 (w.e.f. 28.12.1960).](l)having been appointed a Director by virtue of his holding any office or other employment in the company [* * *] [ The words " or as a nominee of the managing agent of the company" omitted by Act 53 of 2000, Section 137 (w.e.f. 13.12.2000).] he ceases to hold such office or other employment in the company [* * *] [ The words " or as the case may be, the managing ageny comes to an end" omitted by Act 53 of 2000, Section 137 (w.e.f. 13.12.2000).].(2)Notwithstanding anything in clauses (d), (e) and (j) of sub-section (1), the disqualification referred to in those clauses shall not take effect-(a)for thirty days from the date of the adjudication, sentence or order;(b)where any appeal or petition is preferred within the thirty days aforesaid against the adjudication, sentence or conviction resulting in the sentence, or order until the expiry of seven days from the date on which such appeal or petition is disposed of; or(c)where within the seven days aforesaid, any further appeal or petition is preferred in respect of the adjudication, sentence, conviction, or order, and the appeal or petition, if allowed, would result in the removal of the disqualification, until such further appeal or petition is disposed of.(2A)[Subject to the provisions of sub-sections (1) and (2), if a person functions as a Director when he knows that the office of Director held by him has become vacant on account of any of the disqualifications, specified in the several clauses of sub-section (1), he shall be punishable with fine which may extend to [five thousand rupees] [ Inserted by Act 65 of 1960, Section 95 (w.e.f. 28.12.1960).] for each day on which he so functions as a Director.](3)A private company which is not a subsidiary of a public company may, by its articles, provide, that the office of Director shall be vacated on any grounds in addition to those specified in sub-section (1).
