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Non acceptance of resignation of whole time director

CS Kaushik Kundu (Company Secretary) (180 Points)

05 May 2017

Suppose a Whole Time Director of a Private Limited Company has resigned by sending email with immediate effect and Form DIR-11 has been filed with Registrar of Companies.

Under this circumstance, Company does not want to file Form DIR-12 with ROC as being a resposible person how said Director has resigned with immediate effect without proper handover of all his responsibility.

Now, Company wants to make letter to ROC citing the reason for non filing of Form DIR-12.

I think Company is requried to file Form DIR-12 as said Director already filed Form DIR-11.

Please advise.

Thanks in advance

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1 Replies

Sudhir Todkar (CS Professional) (1021 Points)
Replied 05 May 2017

Director who is resigning from office should intimate either to Chairman or to Company secretary of the company in writing. Giving notice to third party is not valid resignation.

After his resignation he should file DIR 11 to ROC with complete detail reason for resigning from office with in 30 days.

On receipt of resignation Board shall
• intimate to ROC in DIR 12 within 30days
• includes the facts of resignation in Directors Report of next GM & on website of company if any.

There is no question of its acceptance of his resignation under any circumstances

Here the company should inform to ROC about his resignation to remove his name from that company as WTD or director.

Even if company doesn't file it will not effect his resignation since the Director has already filed DIR 11.