A Director is part of a collective body of Directors called the Board, responsible for the superintendence, control and direction of the affairs of the Company. Meaning thereby, director is a person who is responsible to carry out operations in the company and perform all other related activities.
Every director is allotted with a unique number called as Director’s Identification Number (“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:
|Date of Receipt of notice by company||Date specified by director in notice||Effective date of resignation|
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.)
Company shall also place the fact of such resignation in director’s report to be laid in 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 alongwith detailed reasons to registrar within 30 days of his resignation in form DIR-11.
It is imperative to note that till 6th May, 2018, proviso to Section 168(1) and rule 16 contained “Shall” instead of “May” for filing of Form DIR-11, i.e., till 6th Mar, 2018, filing of DIR-11 was mandatory on part of director. However, Companies (Amendment) Act, 2017 and The Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2018 replaced “Shall” with “May” thereby removed mandatory filing requirement of DIR-11. Accordingly, filing of DIR-11 is at discretion of director.
3. Information to be furnished in DIR-11
While filing DIR-11, director is required to furnish following information:
- Corporate Identification Number (“CIN”)
- Name, address and email id of the company will auto-populate based on CIN.
- DIN of director resigning from the company
- Name and nationality of director will auto-populate based on DIN
- Date of appointment
- Designation of director
- Category of director (Promoter/professional/independent)
- Date of filing of resignation with the company
- Effective date of resignation specified in the notice of resignation
- Reason for resignation
- Whether confirmation is received from the company (Yes/No)
4. Attachment to form DIR-11
Director is required 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 fee of Form DIR-11 is based on share capital of the company as follows:
|Share capital||Fee Applicable|
|Less than INR 1,00,000||INR 200 per document|
|1,00,000 to 4,99,999||INR 300 per document|
|5,00,000 to 24,99,999||INR 400 per document|
|25,00,000 to 99,99,999||INR 500 per document|
|I,00,00,000 and above||INR 600 per document|
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 director fails to file DIR-11 within specified time then he will be liable to pay additional fee on following basis:
|Periods of Delay||Additional Fee|
|Up to 30 days||2 times of normal fees|
|More than 30 days and up to 60 days||4 times of normal fees|
|More than 60 days and up to 90 days||6 times of normal fees|
|More than 90 days and up to 180 days||10 times of normal fees|
|More than 180 days||12 times of normal fees|
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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