Resignation by director

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Querist : Anonymous

Querist : Anonymous (Querist)

12 July 2014 what steps are to be taken when a director resignes.

Ankur Garg

Ankur Garg (Expert)
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12 July 2014 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.

This short note is just an opinion and open for discussion.

Thanks

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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12 July 2014 Noted. As per law it is O.K. But for point no.6 I advice to seek confirmation from company and then answer as 'YES' in order to avoid litigation now or in future.

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Ankur Garg

Ankur Garg (Expert)
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12 July 2014 Yes.

I would also second the opinion of learned expert Mr. Warrier as it is always better to have confirmation of acceptance of resignation from the company. Nowadays the trend of attaching BR confirming the resignation is on particularly in closely held companies.

Querist : Anonymous

Querist : Anonymous (Querist)

14 July 2014 Thanx a Lot Querry Solved

Ankur Garg

Ankur Garg (Expert)
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14 July 2014 You are always welcome and keep sharing your doubts with us through the expert section of Caclubindia.

Regards