Resignation of Director | DIR-11 | DIR - 12
A Directoris part of a collective body of Directors called the Board, responsible for thesuperintendence, control and direction of the affairs of the Company. Meaningthereby, director is a person who is responsible to carry out operations in thecompany and perform all other related activities.
Everydirector is allotted with a unique number called as Director’s IdentificationNumber (“DIN”) under Companies Act, 2013 (“The Act”). Registrar of Company (“RoC”)keeps details of all the directors of company including their appointment,change in information related to them and their resignation.
1. Resignation by Director (Section 168 of the Act)
Section 168 of the act contains provisions related to resignation of director from company. Section 168(1) provides that a director may resign from his office by giving a notice in writing to the company. Board shall take note of such notice on its receipt.
Resignation of director shall be effective from the date on which notice is received by the company or any other date specified by director in the notice, whichever is later.(Section 168(2)) Illustration to understand effective date of resignation is as follows:
2. Intimation about resignation to RoC
2.1 Intimation by Company (Section 168 read with Rule 15)
The Company shall intimate the RoC about resignation of director within 30 days from date of receipt of notice in form DIR-12 and shall also publish the information about resignation on its website. (Section 168(1) of the Act read with Rule 15 of Companies (Appointment and Qualification of Directors) Rules,2014.)
Companyshall also place the fact of such resignation in director’s report to be laidin the immediately following general meeting.
2.2 Intimation by Director (Section 168 read with Rule 16)
Proviso to Section 168(1) read with Rule 16 of Companies (Appointment and Qualification of Directors) Rules, 2014 provides that director may also forward a copy of his resignation along with detailed reasons to registrar within 30 days of his resignation in form DIR-11.
It is imperativeto note that till 6th May, 2018, proviso to Section 168(1) and rule16 contained “Shall” instead of “May” for filing of Form DIR-11, i.e., till 6thMar, 2018, filing of DIR-11 was mandatory on part of director. However,Companies (Amendment) Act, 2017 and The Companies (Appointment andQualification of Directors) Second Amendment Rules, 2018 replaced “Shall” with “May”thereby removed mandatory filing requirement of DIR-11. Accordingly, filing ofDIR-11 is at discretion of director.
3. Information to be furnished in DIR-11
While filingDIR-11, director is required to furnish following information:
- Corporate Identification Number (“CIN”)
- Name, address and email id of the company willauto-populate based on CIN.
- DIN of director resigning from the company
- Name and nationality of director willauto-populate based on DIN
- Date of appointment
- Designation of director
- Category of director(Promoter/professional/independent)
- Date of filing of resignation with thecompany
- Effective date of resignation specified inthe notice of resignation
- Reason for resignation
- Whether confirmation is received from thecompany (Yes/No)
4. Attachment to form DIR-11
Director isrequired to attach following documents to form DIR-11:
- Notice of resignation filed with the company
- Proof of dispatch
5. Applicable Fee for filing DIR-11
Filing feeof Form DIR-11 is based on share capital of the company as follows:
However,in case of company without share capital, fee applicable is INR 200.
6. Additional Fee in case of delay in filing of DIR-11
If directorfails to file DIR-11 within specified time then he will be liable to payadditional fee on following basis:
7. Other points to be considered
When a director files eForm DIR-11 for intimating about his resignation before the company files eForm DIR-12, an email will be sent to the company for filing the eForm DIR-12 and the status of the Director in the company will be changed to ‘Resigned’ against the selected designation. Once the company files the relevant eForm DIR-12, the status shall be changed as per the existing system.
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