Resignation of executive director from directorship

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Querist : Anonymous

Querist : Anonymous (Querist)

06 October 2013 How can a director resign from directorship from a pvt. ltd. company if there are 3 executive directors in total and these are first time directors as well.
The other 2 directors are not permitting for the resignation. Is there any other way out?

Ajay Mishra

Ajay Mishra (Expert)

06 October 2013 Hi

Firstly you check your articles thereon, what it says.

The director who are going to give their resignation can not be restrict by other director. He is free to give his resignation.

Querist : Anonymous

Querist : Anonymous (Querist)

06 October 2013 but i read somewhr that Mananging Director of the company need to get the permission of the same in the board resolution.
is there ny diference between the managing director and executive director?

Ajay Mishra

Ajay Mishra (Expert)

06 October 2013 But you have not discussed about MD resignation in your query.

Firstly check what your articles says thereon.

A director may at any time resign his office of director. Since there is no provision making acceptance of resignation necessary, a director vacates office on giving notice of his resignation. There will be no need that the resignation should be accepted by the Board of directors at the meeting.

Querist : Anonymous

Querist : Anonymous (Querist)

06 October 2013 the articles doesnt state anything on the requirements of resignation of the directors

Nikhil Kaushik

Nikhil Kaushik (Expert)

06 October 2013 if there is no requirement as per articles, a mere resignation letter is sufficient.

Refer to The Madras High Court judgment in T Murari v. State of Tamil Nadu (1976) 46 Com Cases, 61 (Mad) wherein it was held that:

“In the absence of a provision in respect of resignation under the Act or under the articles of association of the company, the resignation tendered by a director or Managing Director unequivocally in writing will take effect from the time when such resignation is tendered.”

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