Resignation of a director

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CA Pratibha Sharma (Querist)
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19 June 2014 Section 168 of companies act 2013 provides the resignation of a director. company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company.

director has forwarded a copy of his resignation but company has not yet sent the intimation to Registrar.

will company be liable u/s 172? please suggest is there any other consequence of such contravention.

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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19 June 2014 If DIR-11 is filed by the concerned director and copy of resignation letter is forwarded to the company on which the company didn't take action / non filing of DIR-12 WILL ATTRACT SECTION 172.

Ankur Garg

Ankur Garg (Expert)
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19 June 2014 Now it is duty of the director to file his resignation with ROC.

1. Resignation of Director u/s 168 [DIR-11]

As per first proviso to section 168(1), if a director wants to resign, he has to file copy of his resignation letter with reasons of resignation directly with ROC also with Form DIR.11 under his Digital Signature. It means it will be mandatory for all directors to have Digital Signature sooner or later.

Discussion regarding Form DIR-11 under Companies Act, 2013

I have gone through form DIR.11 prescribed for the resignation of Director. As per new rule it is duty of resigning director to file DIR.11 along with his resignation letter. I have 2 observations w.r.t. form DIR-11 which is to be filed by the director who has resigned from his post:

1. Point no. 6 in form DIR-11 inquires whether confirmation is received from the company w.r.t. the resignation of Director. As per my understanding if we mention “NO” in the E-form, there will be no issue in future as confirmation of resignation from company is not mandatory u/s 168.

2. Further attachment section of form DIR-11, asks for proof of dispatch. Now the question is --- Is there any requirement of formal dispatch through post which generates proof of dispatch? My Answer is “NO”.

We can use scan copy of “receiving” of resignation letter given by responsible official of the company in case of personal delivery. Further scan copy of printout of resignation E-mail would be enough as proof of dispatch.

Thanks

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