Board Resolution for Resignation of any Director

When a Director tenders his/her resignation from his/her directorship, the Board of Directors of the Company generally take note of the same in their ensuing Board Meeting and pass resolution for authorization for filing form DIR 12 (which needs to be filed within 30 days from the effective date of resignation). While sometime the resigning director expressly mentions in its notice of resignation the effective date of his/her resignation, sometime it lets the Board to relieve him/her from a date as they may deem fit.

Relevant provisions:
  1. Section 168 of the companies act 2013
  2. Rule 15 of the the Companies (Appointment and Qualification of Directors) Rules, 2014
Generally the item in the Board Meeting will come as below:

"The Board was informed that Shri / Ms. ______ has, owing to his personal reasons/commitment, tendered his/her resignation from the office of ‘Executive Director/Managing Director/Director’ w.e.f. _____(Date).

Letter of resignation received from Shri / Ms. __________ was tabled at the meeting.

The Board wished to record its deep appreciation for the contributions of Shri / Ms. __________ as ‘Executive Director/Managing Director/Director’ throughout his/her directorship and also for the significant contributions he has made to the management of affairs of the Company and for the valuable advises he made to the Board from time to time.

Upon motion duly made and seconded, it was: 

“RESOLVED THAT the Board do hereby accept the resignation of Shri / Ms. __________ as ‘Executive Director/Managing Director/Director’ of the Company with effect from ____(date).

RESOLVED FURTHER to record the appreciation of Board for the services rendered by Shri / Ms. __________ during his tenure as ‘Executive Director/Managing Director/Director’ of the Company.

RESOLVED FURTHER THAT Shri / Ms. __________, Company Secretary and Shri / Ms. __________ Director be and is hereby severally authorized to file the necessary form with the Registrar of Companies and to do all such acts, deeds and things as may be necessary to give effect to this resolution.”

Shri / Ms. __________, being interested in this business, neither discussed nor voted on the same.

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