resignation of director- series-65

CS Divesh Goyal Mob: +91-8130757966

Practicing Company Secretary EMAIL: [email protected]

GOYAL DIVESH & ASSOCIATES

GOYAL DIVESH & ASSOCIATES, Practicing

Company Secretary

PROCEDURE RESIGNATION-

DIRECTOR CA- 2013

Series-33

Section 168, the Companies Act, 2013: Resignation of directors Corresponding

sections of the Companies Act, 1956: None this is a newly introduced section.

DIRECTORS RESIGNATION UNDER COMPANIES ACT, 2013:-

1. The Director intending to resign shall send notice in writing to the Company.

The resignation of a director shall take effect from:

The date on which the Notice Is Received by the company or

The Date, If Any, Specified by the Director in the notice, whichever is later.

2. The director who has resigned shall be liable even after his resignation for the

offences which occurred during his tenure.

3. The law has caste duty upon the Director Resigning, to File Form DIR-

11 (Company shall file form DIR 12) and

Mention therein the Reason for Resigning.

Enclose the copy of Notice sent to the Company.

Enclose Proof Of Dispatch.

File the said form within 30 days of resignation along with the prescribed

filing fees.

RESIGNATION OF DIRECTORS UNDER COMPANIES ACT- 2013

SERIES

NO- 33




There is warning note at the end of the form which states as follows:

Note: Attention is also drawn to provisions of Section 448 and 449 which provide

for punishment for false statement and punishment for false evidence respectively.

These sections 448 and 449 relate to punishment for committing fraud or giving

false evidence and these are non-compoundable offences.

Duty of Company in case of Resignation by Director As per section 168 (1):

A director may resign from his office by giving a notice in writing to the company

and the Board. The company shall on receipt of such notice;

Take note of the same by passing a board resolution to that effect and

As per Rule 15 of Companies (Appointment and Qualification of Directors)

Rules, 2014 the company shall intimate the Registrar through Filing Of

Form Dir.12 Within 30 Days From The Effective Date of Resignation on its

website, if any.

Company is also required to Place the Fact of Such Resignation in the Report

of Directors laid in the immediately following general meeting by the

company.

Duty of Resigning Director in case of Resignation:

A director shall also forward a Copy of his Resignation Along With Detailed

Reasons for the resignation to the Registrar within 30 (Thirty) days of resignation

through filing of Form DIR.11 under his Digital Signature. It means it will be

mandatory for all directors to have Digital Signature under Companies Act-2013.




Effective date of Resignation:

As per section 168 (2), the resignation of a director shall take effect from the date

on which the notice is received by the company or the date, if any, specified by the

director in the notice, Whichever Is Later.

SECRETARIAL PRACTICE:

As discussed above E-forms to be filed in case Resignation of Director are form

DIR.11 and DIR.12.

Filing of Form DIR.11 is the responsibility of resigning director under his/her

digital signature and

Whereas Filing of Form DIR.12 is the responsibility of Company.

Where all the directors of a company resign from their offices, or vacate their

offices under section 167, the promoter or, in his absence, the Central

Government shall appoint the required number of directors who shall hold office

till the directors are appointed by the company in general meeting.

THINGS TO BE MENTIONED IN THE E-FORM DIR 11:

Enter the date of appointment of resigning director in the company.

In case of an alternate director, enter the DIN of the director to whom the

appointee is alternate and click Pre-fill button. System will automatically

display the name of the director to whom the appointee is alternate.

Enter the date of filing of resignation with the company and also effective

date of resignation specified in the notice.

The resignation of a director shall take effect from the date on which the

notice is received by the company or the date, if any, specified by the director

in the notice, whichever is later. And the same effective date is required to be

mentioned above.




The effective date of resignation shall be same as the date of cessation entered

in eForm DIR-12 if already filed by the company.

It is mandatory to specify the reasons for resignation from the company.

Attachments: The following attachments are mandatory:

Notice of resignation filed with the company.

Proof of dispatch-{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

very well 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 E-mail through which resignation tendered would be

enough as proof of dispatch}.

Acknowledgement received from company, if any and is mandatory if yes

selected in option at serial no 6. {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.

When a director files eForm DIR-11 for intimating about his resignation

before the company files eForm DIR-12, an email will be sent to the company

for filing the eForm DIR-12 and the status of the Director in the company

will be changed to Resigned against the selected designation. Once the

company files the relevant eForm DIR-12, the status shall be changed as per

the existing system.




We can use Board Resolution for taking note of resignation or Resignation

acceptance Letter by the Company as Evidence of Cessation. Further Resignation

Letter given by the Director shall act as Notice of Resignation filed with the

Company. I sincerely believe that above article would be of some help for

understanding.

The content of this article is intended to provide a general guide to the subject matter.

Specialist advice should be sought about your specific circumstances.

(Author CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES is a Company Secretary in

Practice from Delhi and can be contacted at [email protected]) Disclaimer: The entire

contents of this document have been prepared on the basis of relevant provisions and as per the

information existing at the time of the preparation. Though utmost efforts has made to provide

authentic information, it is suggested that to have better understanding kindly cross-check the

relevant sections, rules under the Companies Act, 2013. The observations of the author are

personal view and the authors do not take responsibility of the same and this cannot be quoted

before any authority without the written

CONTACT ON BELOW MENTIONS EMAIL ID FOR ANY QUERY OR QUESTION CONTACT ON BELOW MENTIONS EMAIL ID FOR ANY QUERY OR QUESTION CONTACT ON BELOW MENTIONS EMAIL ID FOR ANY QUERY OR QUESTION CONTACT ON BELOW MENTIONS EMAIL ID FOR ANY QUERY OR QUESTION

OR SUGGESTIONS:OR SUGGESTIONS:OR SUGGESTIONS:OR SUGGESTIONS:

CS Divesh Goyal

Practicing Company Secretary


DOCUMENT FORMATS REGARDING RESIGNATION OF DIRECTOR

Please find below sample formats of relevant documents required for

Director:

1. Sample Resignation Letter

Date:

To

The Board of Directors,

ABC Private Limited

Address

Sub: Resignation from the position of Director

Dear Sir/Madam,

Due to personal and unavoidable circumstances, I hereby tender

from the Directorship of the Company with immediate effect. Kindly accept this

letter as my resignation with immediate effect, from the post of Director of ABC

Private Limited, and relieve me of my duties.

Kindly acknowledge the receipt o

necessary forms with the office of the Registrar of Companies, NCT of Delhi and

Haryana to that effect.

Thanking You

Yours sincerely,

(Mohit Chauhan)

Address:

Mob: +91-8130757966

EMAIL: [email protected]

DOCUMENT FORMATS REGARDING RESIGNATION OF DIRECTOR

Please find below sample formats of relevant documents required for

Sample Resignation Letter

Sub: Resignation from the position of Director

Due to personal and unavoidable circumstances, I hereby tender my resignation



Private Limited, and relieve me of my duties.

Kindly acknowledge the receipt of this resignation letter and arrange to submit the


8130757966

[email protected]

Please find below sample formats of relevant documents required for resignation of

my resignation



f this resignation letter and arrange to submit the





DIN No.:

2. Resignation acceptance Letter by the Company

To,

Dated:

Mr. Mohit Chauhan

Address:

Subject: Acknowledgement of Resignation

Dear Sir,

This has reference to your resignation letter dated _________. In this regard, please

be informed that, the Board of Directors have approved your resignation w.e.f.

__________, in the duly held Board meeting dated _______________.

The Board sincerely appreciated your association with the Company and the

support which you have rendered during your tenure. We would like to wish you all

the best with respect to your future.

Thanking you,

Yours Faithfully

For ABC Private Limited

(Rakesh

Singh)

Director

DIN:

3. Board Resolution for taking note of resignation




CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE

BOARD OF DIRECTORS OF ABC PRIVATE LIMITED HELD ON _______________AT

03.00 P.M. AT _____________________________________________________________

RESIGNATION OF MR. MOHIT CHAUHAN AS DIRECTOR

RESOLVED THAT resignation of Mr. Mohit Chauhan as Director, from the Board

of Directors of the Company, be and is hereby accepted with effect from

_________________.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr.

Rakesh Singh, Director of the Company be and is hereby authorised to do all acts,

deeds, matters and things as deem necessary, proper or desirable and to sign and

execute all necessary documents, applications and returns along with filing of

necessary E-form with the Registrar of Companies, NCT

of Delhi and Haryana.

Certified True Copy

For ABC Private Limited

(Rakesh

Singh)

Director

Address:

DIN:

I am very hopeful that this write up would be of some help to understand the

concepts in new Companies Act, 2013.

CS Divesh Goyal GOYAL DIVESH & ASSOCIATE Mob: +91-8130757966 [email protected]

(Author CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and

can be contacted at [email protected]) Disclaimer: The entire contents of this document have been

prepared on the basis of relevant provisions and as per the information existing at the time of the preparation.

Though utmost efforts has made to provide authentic information, it is suggested that to have better

understanding kindly cross-check the relevant sections, rules under the Companies Act, 2013. The observations

of the author are personal view and the authors do not take responsibility of the same and this cannot be quoted

before any authority without the written

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