Valid director resignation and due process in recovery prevent personal liability for company dues without notice and hearing.

A director's resignation is effective once it is communicated in writing to the chairman or secretary and accepted by the board; filing Form 32 and intimating the Registrar are statutory formalities to be completed by the company secretary, not by the individual director. Once resignation is validly accepted, the former director is not liable for later company liabilities except to the extent recognised by law. Recovery proceedings against a former director's personal property require prior notice, an effective opportunity of hearing, and lawful authority; absent due process, attachment or auction of personal assets for company dues is impermissible.

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Issues: (i) Whether a director of a company can tender resignation unilaterally without filing Form 32 or giving notice to the Registrar of Companies; and (ii) whether a revenue recovery certificate could be executed against the personal property of a former director without notice and hearing.

Issue (i): Whether a director of a company can tender resignation unilaterally without filing Form 32 or giving notice to the Registrar of Companies.

Analysis: The resignation of a director was held to be effective when communicated in writing to the chairman or secretary and accepted by the board. The obligation to complete statutory formalities, including filing the prescribed form and informing the Registrar of Companies, was treated as a duty of the company secretary and not of the individual director. Once resignation is accepted and acted upon, the former director does not remain liable for subsequent liabilities of the company, except to the limited extent recognised by law.

Conclusion: The director could resign unilaterally without personally filing Form 32 or intimating the Registrar of Companies, and the resignation was legally effective on acceptance by the company.

Issue (ii): Whether a revenue recovery certificate could be executed against the personal property of a former director without notice and hearing.

Analysis: Recovery against the personal property of the petitioner was impermissible without prior notice and an effective opportunity of hearing. The authority executing the recovery certificate was required to proceed only in accordance with law and could not attach or auction the personal assets of a former director for company dues without establishing the legal basis for such action. The court also held that the recovery authority had to follow due process before attempting execution against the petitioner.

Conclusion: Execution of the revenue recovery certificate against the petitioner's personal property without notice and hearing was unlawful.

Final Conclusion: The recovery proceedings against the petitioner's personal assets were set aside, while the revenue authority was left free to proceed against the company in accordance with law.

Ratio Decidendi: A former director, after valid resignation and acceptance by the company, cannot be proceeded against personally for company dues unless the recovery action is supported by law and preceded by due process, including notice and hearing.

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