A director cannot withdraw his resignation without the consent of the company if he has sent resignation notice to the company though not accepted by the company yet
The present petition is filed under section 614 of the
Companies Act, 1956 praying this Bench to direct the respondents to file Form
32 at the office of the ROC intimating the cessation of the petitioner from the
directorship w.e.f 25.04.2012.
The PCS appeared for the petitioner submitted that the petitioner
is the founder promoter and one of the first directors of the First Respondent.
He had resigned his directorship and had communicated the same to the
Respondents vide his email dated 25.04.2012.
The petitioner had also sent the hard copy of the resignation
letter by registered post with acknowledgement. The same was received by the
Respondent No.2 on 30.04.2012. The petitioner was subject to torture by other
Directors and Respondents No.2 to 4. have been making several baseless and
untrue allegations. Vide his email dated 25.04.2012, when the petitioner had
categorically communicated his resignation and had requested the Board of
Directors to take the same on record with immediate effect, the Respondents
refused to do the same. On 26.04.2012, Respondent No.3 had sent an email to the
petitioner to state that the petitioner cannot resign until all the liabilities
incurred by the Company are cleared.
Subsequently. the respondents had in what was styled as a
general meeting allegedly held on 20.07.2012, made various baseless allegations
against the petitioner.
Ruling:
The petitioner resigned from the post of director vide his
letter dated 25.04.2012 addressed to the Board of directors stating that he
would like to resign from the directorship of the Board of directors of the R I
Company and requested the Board to place the resignation letter at the Board
meeting so that his resignation will take immediate effect. The respondents
received the resignation letter of the petitioner and the 35 respondent vide
his letter dated 26.04.2012 addressed to the petitioner stated that the
petitioner cannot resign until all liabilities incurred by the RI Company at
the behest of the petitioner during the periods from October 2010 to April 2012
are cleared. From the letter it is clear that there is no other reason not to
relieve the petitioner from his position as director until he clears all the
liabilities. The said reason cannot be a ground to withhold in filing Form 32
with the concerned ROC showing cessation of petitioner as director due to
resignation. On the legal aspect it is seen that there is no provision in the
Companies Act, 1956 or in the Regulations contained in Table A regarding the
acceptance of resignation of a director by the company. Even in the articles of
the company there is no requirement of acceptance of resignation by the
company. Even section 283 of the Companies Act, which prescribes vacation of
office by the directors for the reasons as mentioned therein do not contain any
provision regarding acceptance of resignation. Therefore it is clear that a
director may at any time resign from his office. It is reiterated that where
there is no provision making acceptance of resignation necessary, a director
vacates office on giving notice of his resignation. He cannot withdraw his
resignation without the consent of the company. Further various Hon'ble High
Courts have held that the resignation of director takes effect from the date of
the resignation letter. It is also held by the Honble High Courts that any form
of resignation. whether oral or written is sufficient provided the intention to
resign is clear. In the absence of any indication or otherwise, a resignation
takes effect immediately. The resignation however will not relieve a person
from any liability which he may have incurred while in office. In the present case
the petitioner tendered his resignation to the Board of directors in writing
vide his letter dated 25.04.2012 therefore the intention is explicit and clear
and the resignation takes effect from 25.04.2012. The only objection of the
company in taking note of the resignation of the petitioner and filing Form 32
with the concerned Registrar is that the company incurred certain liabilities
at the behest of the petitioner during October 2010 and April 2012. As stated
supra the resignation will not however relieve the petitioner from any
liability if any, which he may have incurred while in office as alleged by the
respondents. I am of the view that the company and its officers made default by
not filing Form 32 intimating the resignation of the petitioner from the post
of director despite receipt of 14 days' notice requiring it to do so. In view
of the aforesaid reasons and in exercise of powers conferred under section 614
of the Companies Act, 1956,
CLB hereby direct the company to file Form 32 with the
concerned Registrar showing cessation of the petitioner from the post of
director w.e.f. 25.04.2012 within a period of 15 days from receipt of copy of
this order.
Accordingly. the CP No.3./2012 is ordered and disposed of
The Bench Officer of this Bench is directed to send copy of this order to the
Registrar of Companies. Bangalore. Karnataka.
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