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2019 (7) TMI 1533 - HC - Indian LawsDisqualification of Directors of Respondent - Respondent whose name was struck off from the Register of Companies and whose directors stood disqualified - time limitation - HELD THAT:- In the case at hand, the disqualification of the Directors is under Section 164(2)(a) of the Act 2013. So the discussion is in the context of this provision. A casual glance at Section 167 does create an impression that the office of the director, who is disqualified under all categories of Section 164 will fall vacant. There is a reference in Section 167(1)(a) to Section 164. The question is whether the reference is to Section 164(1) or Section 164(2) or both - The purpose of interpretation of statute is to ascertain the intention of the Parliament. At first instance, the court would go by plain words of the statute. However if juxtaposition of two provisions in a statute, literally read, would lead to absurd and unintended results then the provisions will have to be harmoniously read. Section 164 (1) does not deal only with disqualification for initial appointment, it also contemplates a sitting director. Because it cannot be the position that a disqualification applicable for appointment as a director, such as unsound mind and conviction, cannot disqualify a director who has incurred such a disqualification after he has become a director. Therefore, harmoniously read, the interplay between Section 164 and 167 is that the office of a director of a company will not automatically fall vacant if a director of a company incurs any of the disqualifications enumerated in Section 164(2) of the Act of 2013. The contention of the Appellant is rejected that the Arbitration Application filed on behalf of the Respondent by its Directors who were disqualified was not maintainable. The office of these Directors had not fallen vacant on their disqualification, and they could represent the Respondent - appeal dismissed.
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