[Opinion] Consequences of Defective Filing of Form of Intimation of Resignation to RoC by the Director

Prof R Balakrishnan – [2023] 149 taxmann.com 440 (Article)

1. An introduction to form DIR-12/DIR-11

Whenever a company appoints a director on its board, when a change in designation takes place of a director and also upon cessation, the Companies Act 2013 mandates that the intimation is required to be filed online in the specified format of e-form DIR-12 at the portal of Ministry of Corporate Affairs by the company. Upon cessation of a director, the company would be required to file DIR-12 form intimating the cessation of the director and the concerned director may also file an intimation of his cessation by filing form DIR-11.

2. Resignation of director

Section 168 of the Companies Act 2013 contains provisions relating to the resignation of a director from the company and sub-section (1) of Section 168 provides that a director may resign from his office by giving a notice in writing to the company. The Board shall take note of such notice on its receipt. Once the director issues the notice of resignation, it takes effect from the date on which the notice is received by the company or any other date specified by the concerned director in the notice, whichever is later. (Section 168(2))

3. Intimation by the company about resignation to Registrar of Companies (ROC)

The intimation of the resignation of the director needs to be intimated by the company as per the provisions of section 168 of the Companies Act 2014 read with rule 15 of Companies (Appointment and Qualification of Directors) Rules 2014 by filing e-form DIR-12 within 30 days from the date of resignation.

4. Intimation by the concerned director to ROC

Proviso to sub-section (i) of section 168(1) read with rule 16 of Companies (Appointment and Qualification of Directors) Rules, 2014 provides that the director may also forward a copy of his resignation along with detailed reasons to the registrar within 30 days of his resignation in form DIR-11.to the Registrar of Companies.

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