Resigantion of director

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Abhinav Leekha (Querist)

11 January 2012 I am working in a Public Unlisted Co. where one of the Director resigns on November 21, 2011. Where Article of Association of the Company lays down one of the grounds of vacation and states that "he resignes his office by a letter addressed to and such resignation is accepted by the Board of Directors".
In our case the Board Meeting is scheduled to be held in January, 2012.
Kindly tell me the effective date of resignation of the Director.

Ankur Garg

Ankur Garg (Expert)

11 January 2012 Effective Date of resignation in case of ordinary director will be the date mentioned in his resignation letter.

Best Regards

Abhinav Leekha

Abhinav Leekha (Querist)

11 January 2012 But in my opinion Form 32 shall be filed within 30 days of the Board Meeting and date of resignation shall be the date of the Board Meeting and not the date mentioned in the resignation letter. As resignation shall not be effective until and unless it is accepted by the Board of Directors of the Company.

Ankur Garg

Ankur Garg (Expert)

11 January 2012 No here i disagree with you. Resignation is not covered by any section.

Hence we cannot control the exit of ordinary director by delaying the board meeting. So his resignation is effective from the date mentioned in letter.

Further filing 32 is required to be filed within 30 days of effective resignation.

BM is required just to take note of the resignation and not to approve the resignation unless required in the articles.

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Abhinav Leekha

Abhinav Leekha (Querist)

11 January 2012 But our AOA states that resignation of the Director needs to be accepted by Board.
Therefore as per AOA the Director cannot vacate office unless his resignation is accepted by the BOD.

Ankur Garg

Ankur Garg (Expert)

11 January 2012 Then in that case your observation is right. But make sure your AOA clause should also cover ordinary directors.

Board meeting date will be effective date for the purpose of resignation and filing of form 32 with ROC.

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Charu Srivastava

Charu Srivastava (Expert)

12 January 2012 In the absence of specific provision in Article of regard to the resignation of a Director, a Director can resign without giving reasonable notice.

Charu Srivastava

Charu Srivastava (Expert)

12 January 2012 In the absence of specific provision in Article of regard to the resignation of a Director, a Director can resign without giving reasonable notice.

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