Resignation of Director

• Section-168 of the Companies Act, 2013 deals with “resignation of director”. It states that a director may resign from his office by giving a notice in writing to the company
• The Board of Directors shall on receipt of such notice take note of the same. There is no issue of approval/disapproval. BOD is required only to take note of the same
• The resigning director shall within a period of 30 days from the date of resignation, forward to the ROC a copy of his resignation along with the reasons for resignation in Form DIR-11 along with prescribed fees
  • Reasons should be clearly mentioned
  • The form shall be digitally signed by resigning director
  • Date of filing of resignation with the company shall be stated in the form
• Effective date of resignation: Resignation shall be effective from the date on which notice of resignation is received by the company or any other date specified by director in the notice, whichever is later;

• Attachment to Form DIR-11:-
  Following attachments are required with Form DIR-11:-
  • Notice of resignation filed with the company
  • Proof of Dispatch
• The Company shall intimate the ROC about resignation of director in Form DIR-12 within 30 days from the date of receipt of notice and shall also publish the information about resignation on its website
• The Board of directors shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting of the company i.e. necessary to disclosed in directors’ report

Note: Prior to Companies (Amendment) Act, 2017, filing of DIR-11 by director was mandatory. But, now in rules, “Shall” words have been replaced with “May” thus, making it optional now to file DIR-11 by directors