HTML Preview ProDirector Resignation Acceptance Letter page number 1.
Prepared by:
CS Ankur Garg
https://www.facebook.com/#!/ankur.gargcs
Procedure for resignation of Director under
Companies Act, 2013
Dear All,
As we are aware that Companies Act, 2013 is already in force from April 01, 2014, and every
professional is trying his/her best to unlock and decode the provisions of Companies Act, 2013. In this
regard an attempt has been made from my side to compile the procedure for resignation of Director in
Public Company/Private Company.
Companies Act, 2013 has prescribed a detailed procedure for effecting the resignation of Director which
was not there in erstwhile Companies Act, 1956. Through this write up we shall discuss the relevant
changes brought in by Companies Act, 2013 along with relevant secretarial practice.
Position under Erstwhile Companies Act, 1956
Companies Act, 1956 was silent about the procedure of resignation of director as there was no section
on the same. However position w.r.t. resignation by director made clear by Courts through various
decisions. In Companies Act, 1956, there were various case laws which we used to refer regarding
effective date of resignation for Executive Directors or Ordinary Directors or whether acceptance by
Board required or not.
Under Companies Act, 1956, it was duty of the Company to file form 32 in case of change in board of
directors under section 303(2) due to resignation by a director. No liability prescribed for the resigning
Director to intimate Registrar of Companies about his/her resignation. Whenever a Director resigns from
his position of Director, form 32 is to be filed by the Company with ROC within 30 days from the
effective date of resignation.
Position under Companies Act, 2013
Position under Companies Act, 2013, was quite clear about the procedure of resignation of director.
Section 168 of the Companies Act, 2013 regulates the procedure for resignation of director.
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 shall on receipt of such notice take note of the same by passing a board resolution to that
effect and the company shall intimate the Registrar through filing of form DIR.12 within 30 days from
the effective date of resignation. 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.
As per Rule 15 of Companies (Appointment and Qualification of Directors) Rules, 2014, the company
shall within thirty days from the date of receipt of notice of resignation from a director, intimate the
Registrar in Form DIR-12 and post the information on its website, if any.
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 thirty days of resignation through filing of Form DIR.11.