Resignation of Director (Section 168 of the Companies Act, 2013) :

Provisons regarding resignation of directors has been provided for the first time under the Companies Act, 2013.According to this section:

(i) a director may resign from his office by giving a notice in writing to the company.

(ii) The Board shall on receipt of such notice take note of the same.

(iii) The company shall within 30 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.

(iv) The company shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company.

(v) Such director shall also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar within 30 days from the date of resignation in Form DIR- 11 along with the prescribed fee.

Provided that in case a company has already filed Form DIR-12 with the Registrar (as provided above), a foreign director of such company resigning from his office may authorise in writing a practising chartered accountant or cost accountant in practiceor company secretary in practice or any other resident director of the company to sign Form DIR-11 and file the same on his behalf intimating the reasons for the resignation. [Companies (Appointment and Qualification of Directors) Amendment Rules, 2015].

The MCA vide General Circular No. 3/15 dated 3rd March, 2015 has clarified that in the event of deactivation of Digital signature certificate (DSC) following en masse resignation of all the directors of a company before appointment of new directors in their places. The difficulty arises because of automatic deactivation ofDSC on filing of DIR-11 (Notice of resignation of a director to the Registrar) by the resigned/resigning Director(s), and none of the new Director’s details having been filed. As a result, form DIR-12 (Particulars of appointment of directors and the key managerial personnel and the changes among then) cannot be filed by a company due to lack of an authorized signatory Director.

ln order to enable the filing of such e-forms and till an alternative mechanism is put in place in MCA 2I system, it is clarified that the Registrar of Companies within their respective jurisdictions are authorized, on request from the stakeholders, and after due examinalion, to allow any one of the resigned director who was an authorized signatory Director for the purpose offiling DIR-12 only along with additional fees, as applicable and subject to compliance of other provisions of Companies Act, 2013.

(vi) 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.

(vii) It is further provided that the director who has resigned shal l be liable even after his resignation for the offences which occurred during his tenure.

(viii) 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.