Section 168 of The Companies Act, 2013: Resignation of Directors

1. 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

2. 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.

The 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.

3. 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.

4. Secretarial Practice

As discussed above, E-forms to be filed in case resignation of director are forms DIR-11 and DIR-12.

• Filing of form DIR-11 is the responsibility of resigning director under his/ her digital signature, and
• Filing of form DIR-12 is the responsibility of the company

When 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.