Resignation/ appointment of director
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
20 June 2013
In xyz ltd Mr. A, Mr. B, Mr C are the directors . Shareholders wants to remove all the three directors and want to appoint two new director Mr. D , Mr E in their place. Only mr . B has a Digital signature but he does not want to share with the co. ,since co wants to remove him. Nor Mr. A , Mr C want to take a digital signature and share with the co. In such a scenario , how the resignation of directors can get effected ? Also how the appointment of directors can get effected.? New director MR. D , Mr E have a digital signature .
Is there is any way to resolve these crises?
Is there is any way to resolve these crises?
21 June 2013
First make appointment of directors using the existing director din. Then you may use the DIN of new directors for removal of old directors.
21 June 2013
Hi,
First Appoint the two new directors Mr. D & Mr. E as additional directors or directors as per the rules contained in AoA on the same day remove the remaining directors after the appointment of the new directors in the same meeting, then you can file the e-Form 32 with the help of the new directors DSC.
First Appoint the two new directors Mr. D & Mr. E as additional directors or directors as per the rules contained in AoA on the same day remove the remaining directors after the appointment of the new directors in the same meeting, then you can file the e-Form 32 with the help of the new directors DSC.
Querist : Anonymous
Querist :
Anonymous
(Querist)
21 June 2013
Sir, My question is that for appointment of new directors we have to use existing director digital sign but none of the directors ready to share their digital sign , then how to proceed with the situation???
21 July 2025
Ah, I see the core issue now — none of the existing directors (Mr. A, B, C) want to share their Digital Signature Certificate (DSC), but the company needs to file forms for both resignation/removal of old directors and appointment of new directors which requires DSC of at least one existing director.
Here's how you can approach this tricky situation:
1. No DSC from existing directors — what are the options?
Only directors can file Form DIR-12 (appointment/resignation), which requires DSC of existing director or company secretary.
If none of the current directors want to cooperate or share DSC, filing electronically is not possible by normal procedure.
You cannot file DIR-12 or other director-related e-forms without DSC of at least one current director or company secretary (who has DSC).
2. Possible Solutions
a) Hold a physical Board Meeting or EGM and get resignation letters signed manually
Directors can submit physical resignation letters.
Call an Extraordinary General Meeting (EGM) of shareholders to remove directors and appoint new directors.
b) Use physical forms and file with MCA manually
MCA allows physical filing of some forms in exceptional cases (like director resignation).
However, for DIR-12, it is mandatory to file electronically with DSC — so this might not be feasible.
c) Legal route:
If directors refuse to cooperate, shareholders can approach National Company Law Tribunal (NCLT) for removal of directors.
NCLT can order removal of directors and appointment of new directors.
d) Other workaround if company has a Company Secretary or Authorized Signatory
If the company has a Company Secretary (CS) or Authorized Signatory with DSC, they can file forms.
If not, shareholders may need to appoint a new director or CS who can act and file the forms.
3. Recommended Practical Steps
Call an EGM to pass resolutions for appointment and removal.
Obtain physical resignation letters from directors.
If directors do not cooperate in resignation, the shareholders can still remove directors by special resolution (subject to Articles of Association and Companies Act).
If filing with MCA is stuck due to lack of DSC, seek legal advice and consider NCLT intervention.
Alternatively, appoint a professional (CS or CA) as director or company secretary with DSC to file necessary forms.
Here's how you can approach this tricky situation:
1. No DSC from existing directors — what are the options?
Only directors can file Form DIR-12 (appointment/resignation), which requires DSC of existing director or company secretary.
If none of the current directors want to cooperate or share DSC, filing electronically is not possible by normal procedure.
You cannot file DIR-12 or other director-related e-forms without DSC of at least one current director or company secretary (who has DSC).
2. Possible Solutions
a) Hold a physical Board Meeting or EGM and get resignation letters signed manually
Directors can submit physical resignation letters.
Call an Extraordinary General Meeting (EGM) of shareholders to remove directors and appoint new directors.
b) Use physical forms and file with MCA manually
MCA allows physical filing of some forms in exceptional cases (like director resignation).
However, for DIR-12, it is mandatory to file electronically with DSC — so this might not be feasible.
c) Legal route:
If directors refuse to cooperate, shareholders can approach National Company Law Tribunal (NCLT) for removal of directors.
NCLT can order removal of directors and appointment of new directors.
d) Other workaround if company has a Company Secretary or Authorized Signatory
If the company has a Company Secretary (CS) or Authorized Signatory with DSC, they can file forms.
If not, shareholders may need to appoint a new director or CS who can act and file the forms.
3. Recommended Practical Steps
Call an EGM to pass resolutions for appointment and removal.
Obtain physical resignation letters from directors.
If directors do not cooperate in resignation, the shareholders can still remove directors by special resolution (subject to Articles of Association and Companies Act).
If filing with MCA is stuck due to lack of DSC, seek legal advice and consider NCLT intervention.
Alternatively, appoint a professional (CS or CA) as director or company secretary with DSC to file necessary forms.
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