Resignation of Director - Series-65

CS Divesh Goyal
Practicing Company Secretary

GOYAL DIVESH & ASSOCIATES
Mob: +91-8130757966
EMAIL: csdiveshgoyal@gmail.com
RESIGNATION OF DIRECTORS UNDER COMPANIES ACT- 2013
GOYAL DIVESH & ASSOCIATES, Practicing

Company Secretary
PROCEDURE RESIGNATIONDIRECTOR CA- 2013
Series-33
SERIES
NO- 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 DIR11 (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.
CS Divesh Goyal
Mob: +91-8130757966
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.
CS Divesh Goyal
Mob: +91-8130757966
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.
CS Divesh Goyal
Mob: +91-8130757966
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.
CS Divesh Goyal
Mob: +91-8130757966
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 csdiveshgoyal@gmail.com) 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

OR SUGGESTIONS:
CS Divesh Goyal
Mob: +91-8130757966
8130757966
DOCUMENT FORMATS REGARDING RESIGNATION OF DIRECTOR

Please find below sample formats of relevant documents required for resignation of
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 my resignation
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
off this resignation letter and arrange to submit the
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:
CS Divesh Goyal
Mob: +91-8130757966
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
CS Divesh Goyal
Mob: +91-8130757966
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.
(Author CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and
can be contacted at csdiveshgoyal@gmail.com) 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
CS Divesh Goyal
GOYAL DIVESH & ASSOCIATE
Mob: +91-8130757966
csdiveshgoyal@gmail.com

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CS Divesh Goyal

Practicing Company Secretary

RESIGNATION OF DIRECTORS UNDER COMPANIES ACT- 2013

GOYAL DIVESH & ASSOCIATES, Practicing

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

Duty of Resigning Director in case of Resignation:

Effective date of Resignation:

Attachments: The following attachments are mandatory:

Notice of resignation filed with the company.

very well use scan copy of Receiving of resignation letter given by

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

CONTACT ON BELOW MENTIONS EMAIL ID FOR ANY QUERY OR QUESTION

DOCUMENT FORMATS REGARDING RESIGNATION OF DIRECTOR

Sample Resignation Letter

Resignation acceptance Letter by the Company

Board Resolution for taking note of resignation

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

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