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 and the Company shall intimate the Registrar and shall also place the fact of such resignation in the report of directors laid in the immediately following General Meeting by the Company. 

Mandatory Requirements

1. 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.

1. The director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.

Procedure

1. Convene a Meeting of the Board of Directors [As per section 173 & Secretarial Standard-1 (SS-1)]

a. On receipt of the resignation letter, Company shall issue a Notice of Board Meeting to all the Directors of the Company at their addresses registered with the Company, at least 7 days before the date of the Board Meeting. Shorter notice can be issued in case of urgent business.

b. Attach Agenda, Notes to Agenda, and Draft Resolution with the Notice.

c. Hold a meeting of the Board of Directors of the Company to take note of the resignation letter given by the Director of the Company.

d. To authorize CS, CFO, or any Company Director to file the requisite Form and Return it to ROC.

e. Listed Company shall submit the disclosure of such resignation to the Stock Exchange within 24 hours from the date of the Board Meeting the timelines specified therein and post the same on the Company's website within 2 working days. [Regulation 30 & 46(3) of the SEBI (LODR) Regulations, 2015].

f. Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. 

2. Filing of Form DIR-12 with ROC
The company shall within thirty days from the date of receipt of notice of resignation from the director, intimate the ROC in Form DIR-12 along with the following documents

a. Certified true copy of the Board Resolution

b. Notice of Resignation

c. Evidence of Cessation.

3. Filing of Form DIR-11 by the Director
The Director who has resigned may also forward a copy of his resignation to the ROC in Form DIR-11 within 30 days of his resignation along with the following documents

a. Notice of Resignation filed with the Company

b. Proof of Dispatch

c. Acknowledgment received from the Company.

4. Making Necessary entries in the Register of Directors
A company should make necessary entries in the Register of Director and Key Managerial Personals.

5. File Necessary Amendment Application under the following Acts

a. Goods and Services Act

b. Shops & Establishment Act

c. Factories Act

d. Foreign Exchange Management Act

e. Inter-State Migrant Workmen Act

f. Private Security Agency Act

g. EPF

h. ESI

i. Other Labor Laws

j. Industry Specific Laws

Created & Posted by Pooja

Income Tax Expert at TAXAJ

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