Re: Resignation of Direecto

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

28 December 2010 Hello Sir,
my Query is regarding the resignation of director

the director has sent notice for his resignation of director 17/10/2010, the same is not accepted till 17/12/2010 in this case which date will be recognized as resignation

but the company filed ROC form 32 they have filled 17/12/2010 date of cessation

whether the director will responsible for the Act don between 17/10/2010 to 17/12/2010

udit sharma

udit sharma (Expert)
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28 December 2010 Hi...

If the terms of appointment of the said Director stipulates that his resignation shall be effective subject to the confirmation of the Board of Directors, then in that case his resignation will not be effective till the same has been approved by the Board of Directors.

As cited by you that the resignation was not accepted till 17/12/2010, the resigning Director will be responsible for all the acts done between 17/10/2010 to 17/12/2010.

His resignation will be effective from 17/12/2010,that is when it has been approved by the Board of Directors.

Regards

CS Udit Sharma

Querist : Anonymous

Querist : Anonymous (Querist)

28 December 2010 thank u for reply but the sir the resignation letter had contained with immediate effect but due to company had only two director in that time the same got delayed & is it possible for SIGNAL DIRECTOR approve the same

but the Form 32 date should be 17/10/2010

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udit sharma

udit sharma (Expert)
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28 December 2010 As i said above if the resignation is subject to approval of the Board then the same will not take effect unless and untill the same has been approved.

In case it is not so, the resignation will be effective from the date of resignation letter and no question of approving the same arises irrespective of the number of Directors left on the Board of ur Company.

In case approval is not required, effective date of resignation would be 17/10/2010 and Form 32 should have been filed within 30 days i.e. on or before16/11/2010.

In case of delay filing, the Company will have to bear the additonal filing fees.

Regards

CS Udit Sharma

Querist : Anonymous

Querist : Anonymous (Querist)

28 December 2010 Sir but the company has made mistake while filing the same they have filled date as 17/12/2010 & same is approved already by ROC

is there any remedy available with director to file it again or intimate ROC for the same what is procedure

udit sharma

udit sharma (Expert)
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28 December 2010 Since the Form has been already approved by ROC, in my opinion the only remedy available is to upload the Form 32 again with correct details and requisite filing fees.

Regards

CS Udit Sharma

Querist : Anonymous

Querist : Anonymous (Querist)

28 December 2010 thank you sir for you are help

Ajay Mishra

Ajay Mishra (Expert)
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28 December 2010 Hi

If the director giving his/her resignation letter, please check whether it shows that the resignation will be "with effect from" or not.

If the answer is not then check your company's article, what it says.

If both are silent then you can give effect as you think fit.

The above is only apply, if he/she is a normal director.

Please suggest,if I am wrong.

Regards

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Jayashree S Iyer

Jayashree S Iyer (Expert)
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28 December 2010 There is no provision in the Companies Act, 1956 relating to the resignation of office by director. Where the resignation says that it's to take effect immediately, acceptance is not necessary unless the articles make it necessary.Only in case of MD/WTD the resignation needs to be accepted by the Board.
So in the instant case resignation would be effective 17/10/2010 and he would not be liable for any acts of the company beyond that date.
Since form 32 is already filed and he is removed from the company's directors list, revised form 32 cannot be filed. Contact ROC and give a letter to this effect. May be in your annual return next year, show the correct date of exit.