Procedure for Resignation of Director

Khushboo Sharma

Khushboo Sharma

Published on: Sep 1, 2020

Aakanksha Singhal

Updated on: Sep 30, 2023

★★★★★(33 Rating)

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Introduction

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. [Section 168 of the Companies Act, 2013]

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

Following Procedure is to be followed

1. Convene a Meeting of Board of Directors [As per section 173 & Secretarial Standard-1 (SS-1)]
   • On receipt of the resignation letter, Company shall issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
   • Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
   • Hold a meeting of Board of Directors of the Company to take note of the resignation letter given by the Director of the Company.
   • To authorize CS or CFO or any Director of the Company to file the requisite Form and Return with ROC.
   • Listed Company shall submit the disclosure of such resignation to the Stock Exchange as soon as reasonably possible and but not later than the following:
     • thirty minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken
     • twelve hours from the occurrence of the event or information, in case the event or information is emanating from within the listed entity
     • twenty four hours from the occurrence of the event or information, in case the event or information is not emanating from within the listed entity, from the end of the Board Meeting and update the same on the website of the company within 2 working days. [Regulation 30 & 46(3) of the SEBI (LODR) Regulations, 2015]
   • 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. [Refer the Procedure for Preparation and Signing of Minutes of Board Meeting]
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 following documents
   • Certified true copy of the Board Resolution
   • Notice of Resignation
   • 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
   • Notice of Resignation filed with the Company
   • Proof of Dispatch
   • Acknowledgement received from the Company.
4. Making Necessary entries in Register of Directors
   Company should make necessary entries in the Register of Director and Key Managerial Personals.
5. File Necessary Amendment Application under following Acts
   • Goods and Services Act
   • Shops & Establishment Act
   • Factories Act
   • Foreign Exchange Management Act
   • Inter-State Migrant workmen Act
   • Private Security Agency Act
   • EPF
   • ESI
   • Other Labour Laws
   • Industry Specific Laws

Note:
The Ministry of Corporate Affairs had notified Companies (Appointment and Qualification of Directors) Amendment Rules, 2023 (dated: 20th January, 2023) by which in Form DIR-11 Certification of professional is mandatory.