Resignation of director

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

13 February 2014 A director wants to resign from a pvt ltd, he has submitted his resignation letter to the company, however the company is not filing form 32. What should the director do resign from the company?

Ganeshbabu K

Ganeshbabu K (Expert)
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14 February 2014

It is the duty of company to file with the registrar a statement of changes made in the particulars of directors,managers and secretary
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Companies act 1956 or Table A doesnot contain any provision regarding resignation of director from director ship
Further filing of Form-32 is only as consequential act,it is not an Act to be compliedwith inorder to make resignation valid.
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So Resignation of director is valid notwithstanding the fact that Form 32 is not filed by the company or director

Ganeshbabu K

Ganeshbabu K (Expert)
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14 February 2014 So Generally Resignation of director takes effect immediately with out consent of board of directors or share holder in following cases
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when articles does not contain any provision regarding resignation of director which restricts director to resign at his will
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if articles allow director to resign at any time then always it is valid resignation when he gives specific intimation about his resignation to company
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If Resignation of director(in his letter) it is not stated any lines say resignation valid if it is accepted by board.....resignation is valid all cases
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Note that there is no provision in companies act 1956 or Table A regarding resignation of director so we have to go as per Articles of company..if it is silent we can take benifit say resignation is valid
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Also note that incase of managing director resignation valid only if company accets resignation and relieves him from responsibilities..
Re.Achutha Pai Vs ROC(1966)36 Comp Cas 598.

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