ACS Deepika Chowdhary (Company Secretary) (280 Points)
28 February 2013If a Director has tendered his resignation letter with immediete effect and articles of the company provides that resignation letter must be approved by the Board. Then whether the limit of 30 days would be counted from the date of Board meeting noting the said resgination or from the date of resignation letter?
ACS Deepika Chowdhary
(Company Secretary)
(280 Points)
Replied 28 February 2013
Dear Suraj
Thanks for replying. Could you please explain the reason for your answer. As Companies Act is silent and AOA provides for BOD approval. Why it would be from the date of resignation?
CA Suraj Lakhotia
(IndigoLearn)
(4898 Points)
Replied 28 February 2013
The above answer is not posted by me. Some Fake profile doing rounds in CA club
Priya Sharma
(Company Secretary & Student.MBA)
(998 Points)
Replied 01 March 2013
As the Act is silent over resignation of director, the resignation is effective from the date of the resignation lettre i.e., the date on which the director clears his intention to resign from the position of director.
Further as a good corporate governance, the resignation letter is placed before the Board for taking note of resignation of directorby the remaining directors, which is only a formality.
Experts please correct me, if I am wrong.
Thanks & Regards
Priya
ACS Deepika Chowdhary
(Company Secretary)
(280 Points)
Replied 01 March 2013
| Originally posted by : Priya Sharma | ||
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As the Act is silent over resignation of director, the resignation is effective from the date of the resignation lettre i.e., the date on which the director clears his intention to resign from the position of director. Further as a good corporate governance, the resignation letter is placed before the Board for taking note of resignation of directorby the remaining directors, which is only a formality. Experts please correct me, if I am wrong. Thanks & Regards Priya |
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Dear Priya
I endorse your views but here catch is that AOA says that Board must approve it? Now, when shall it take effect?
CA Suraj Lakhotia
(IndigoLearn)
(4898 Points)
Replied 01 March 2013
If AOA says so, then it will be effective only on acceptance of the same by board.
Dipjyoti Majumdar
(CA in service & CS. dipmaj@ rediffmail.com )
(3468 Points)
Replied 01 March 2013
Yes, as the Companies Act 1956 is silent about resignation of Board members, it has been clarified through various Court decisions, that AOA provisions on this, if any, is applicable.
So, 30 days will be counted from date of Board Meeting where the resignation is accepted.
Note, Companies Bill 2012 contains detailed provision about resignation of Directors.
Regards,
Pavan Jain S
(Chartered Accountant)
(1575 Points)
Replied 02 March 2013
I Concur with priya on this. The resignation is effective from the date mentioned in the resignation letter as effective date. The intent has to be obtained from the tenor of the letter which usually specifies the effective date. Although consent of the Board is required, the effective date shall be date mentioned in the resignation letter unless otherwise provided in the letter. The director cannot be held responsible for any acts or omissions subsequent to the date of his resignation although the same is not accepted by BOD
Mitali Agarwal
(Company Secretary)
(638 Points)
Replied 02 March 2013
Since Compani Act, 1956 does not contain any specific provision regarding effective date of resignation, provisions of AOA shall prevail.
Thus, the resignation shall take effect from the date of approval by Board.
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