Resignation

If a director of a company has informed the ROC in writing about his resignation, the ROC cannot shut his eyes to the fact. He is duty bound to follow what is stated in the following judgement of the Delhi High Court. It is misnomer to accept that unless form No.32 is filed, resignation will not take effect. It is not the director's responsibility to file this form. If the company does not do so, director is not responsible. Courts have accepted this position.

IN THE HIGH COURT OF DELHI AT NEW DELHI

SUBJECT : CODE OF CRIMINAL PROCEDURE

DATE OF RESERVE: January 23, 2009

DATE OF DECISION: April 08, 2009

CRL.REV.P.Nos. 1004/2002 to 1013/2002

B.N. KAUSHIK ..... Petitioner

Through: Mr. Vijay Kumar Gupta, Advocate

versus

THE REGISTRAR OF COMPANIES ..... Respondent

Through: Ms. Maneesha Dhir and Ms. Preeti

Dalal, Advocates

“COMMUNICATION OF A RESIGNATION OF A DIRECTOR

Department's view I.–Although a director is required by section 264 of the Act to file with the Registrar his consent to act as such director, there is no provision in the Act under which the director can communicate his resignation from the directorship to the Registrar. The responsibility for the communication of such resignation has been cast by section 303(2) of the Act on the company. The omission of the company to notify the resignation of the director, therefore, puts such director in an embarrassing position. It has, therefore, been decided that where a Registrar receives any communication from any director about his (director's) resignation the Registrar should enquire whether the resignation of such director is or is not bona fide and if he finds that such director has bona fide resigned from his directorship of the company, he should not start any

prosecution against such director, irrespective of the fact whether such resignation was or was not accepted by the company. (Circular Letter No.42(400)-CL-II/59, dated the 29^th December, 1959.)”