Resignation of director from private limited company

1.) There is no hard and fast rule for resignation(subject to articles).They just have to give their resignation at the regs. office of the company. What i  suggest is that , regarding  unsecured loan, before resignation, a formal board meeting resolution for acceptance of loan from X must be recorded. Its a valid proof, make proper entry in minutes also.

If AOA contains provision that resignation must be accepted , then mr. X has to resign has per the procedure specified in AOA.

2.) Mostly pvt. lts. cos. articles contain clause for prefential right as regarding further issue, check AOA, if a similar clause is their, then X hav a right to get proportionate shares from further issue.

3)i dont know about defaults, but in income tax, refer to Section 278B, offences by companies

It read as under

Where any offence under this act has been commited by a company,every person who,at the time the offence was committed , was in charge of , and was responsible to, the company for the conduct of the business of the co. as well as the co. shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly.

Provided nothing contained in this sub section shall render any such person liable to any punishment if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence.

To make the loan secured some security has to be provided by the co. like charge over asset that further that charge must be regs. Call a Board meeting and pass the neccessary resolution for the same.

Wait for othr expert's views.

Dear Sir/Madam,

At present I am working in Jamnagar as an Accountant. I was appointed as director in company in which I am working as accountant. Now I am leaving this job. So as a director I have resigned in writting notice to company and board of directors. They accepts and resolution also passed and signed and stampped. 

When I forwarded these all documents to our CA ,he told that first new director must appointed before my resignation as director. Further these all documetns are not valid before any new director appointed. Is this a true ? Untill new director not appointed my resignation letter ,board resolution, acknowledgement of resignation lettter are invalid?

Further how can I wait ? I will leave on 28th Feb this company.  Are these documents are valid proof of my resignation from director?

What to do ? Please guide me. I feel very tress about this.

Thanks in advance.

Regards,

Pranav J. Dubal

one thing I want to add that there are only two directors in this company, I and other person.

As per section 149(1)(a), the private limited company must have at least 2 directors and this is the responsibility of the directors to keep the minimum number of directors in company. Hence, untill and unless you can not resign from the company.

Moreover, after giving notice of resignation to the company, as per your views, the board accpets your resignation and passed the resolution for the same. How can a resolution be passed untill and unles the quorum for a board meeting i.e. minimum 2 directors in a private limited company is not complete. 

So better will be to suggest the remaining director to appoint some other person as director in the company and thereafter you resign from the company

Dear Sir,

If company is not filing form on ROC for my resignation from as director and I am leaving the job on 28th Feb. I will be not here. Can I file form Dir-11 myself on ROC and is valid? From my side it will be for my safe side ?

Thanks in advance.