Company law

Querist : Anonymous (Querist) 22 October 2009 This query is : Resolved
A director of a company submits his resignation from directorship of a company by giving one month's notice. His form-32 is not filed to ROC by company. Whether the director is absolved from his liabilities for future transactions?

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Adinath@Avinash Patil (Expert) 22 October 2009
FORM 32 BE FILED ROC. IS NECCESSARY,OTHERWISE THE DIRECTOR IS NOT ABSOLVED FROM HIS LIBILITIES.

Raj Kumar Makkad (Expert) 22 October 2009
I go with Adinath.

A V Vishal (Expert) 22 October 2009
I differ, The Companies Act under section 302(2) casts a legal obligation on the company to inform the registrar of the companies by filing form no.32 giving particulars of changes, if any, in the office of director. If such a form is filed with the registrar of companies it is a proof of a director ceasing to be a director but, it is not an act to be complied with in order to make resignation valid.

The board of directors to whom the act of relinquishment is communicated is not required to take any action by way of accepting resignation and, therefore the relinquishment takes effect from the date of such communication where the resignation is intended to operate in praesenti.

In order to make the resignation effective, it is not necessary that the board should accept it.

It is clear that the filling in of the form no .32 and the giving of the due intimation and information to the registrar of companies is the duty of the company secretary or director and not of the individual director resigning from the office.