Under the Companies Act, 2013, a director’s resignation becomes effective when he tenderes it in writing to the company—even if the company subsequently fails to intimate about the resignation to the Registrar of Companies (ROC). Here’s how it works: Effective Resignation:Once the director submits hRead more
Under the Companies Act, 2013, a director’s resignation becomes effective when he tenderes it in writing to the company—even if the company subsequently fails to intimate about the resignation to the Registrar of Companies (ROC). Here’s how it works:
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Effective Resignation:
Once the director submits his resignation in writing and follows the prescribed procedure (including filing the appropriate form, such as DIR-11, within the stipulated time), his resignation is deemed effective. This is independent of whether the company subsequently notifies the ROC. -
Company’s Obligation:
The company is required to intimate the resignation to the ROC (usually through Form DIR-12) as per the procedural requirements. Failure to do so does not invalidate the director’s resignation but creates a discrepancy in the ROC records. -
Status in Public Records:
Legally, the director ceases to hold office from the effective date of his resignation. However, if the company does not update the ROC records, the director’s name may continue to appear as a director in the public database until the error is rectified. This is a matter of the company’s compliance and does not affect the director’s legal status. -
Consequences for the Company:
The non-intimation may attract regulatory scrutiny or penalties for the company for not fulfilling its compliance obligations, even though it does not affect the director’s status as having resigned.
CA Sanjiv Kumar
Directors participating via video conferencing are required to have their attendance recorded in the attendance register, but they need not physically sign the register at the meeting. Instead, the process can be adapted as follows: Electronic or Digital Signature:Since electronic signatures are legRead more
Directors participating via video conferencing are required to have their attendance recorded in the attendance register, but they need not physically sign the register at the meeting. Instead, the process can be adapted as follows:
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See lessElectronic or Digital Signature:
Since electronic signatures are legally recognized under the IT Act, directors can affix their digital signatures on an electronic attendance register. This ensures that their participation is authenticated without needing physical presence.
Post-Meeting Physical Signature:
Alternatively, the company may circulate the attendance register after the meeting, allowing remote directors to print, sign, and return a scanned copy for record-keeping. This method also serves to authenticate their attendance.
Recording Details in Minutes:
Regardless of the method used, the minutes of the meeting should clearly state the names of the directors who participated via video conferencing, along with the time of joining and leaving the meeting.
Compliance with Companies Act and Rules:
The Companies Act, 2013 and the Companies (Meetings of Board) Rules, 2014 do not prescribe a specific format for signing the attendance register in the case of video conferencing. The key requirement is that a reliable and verifiable record of attendance is maintained.