Director resignation takes effect on tender, and inherent powers cannot create a remedy for record removal.

A director's resignation takes effect from the date it is tendered, subject to the articles of association; it ends the director's connection with the company from that point, though liabilities already incurred remain unaffected. The Companies Act, 1956 does not provide a remedy for directing removal of the resigned director's name from company records, and the Court cannot use inherent powers to create a new jurisdiction or interfere with the company's internal affairs outside recognised exceptional cases. The request for such a direction therefore failed, while the resignation itself remained effective.

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Issues: (i) Whether a director who has tendered resignation ceases to hold office from the date of resignation. (ii) Whether the Court can invoke inherent powers to direct the company or the Registrar to remove the resigned director's name from the records.

Issue (i): Whether a director who has tendered resignation ceases to hold office from the date of resignation.

Analysis: A director may resign subject to the articles of association, and once resignation is submitted it operates from the date of resignation unless the governing articles require some further act. The resignation does not wipe out liabilities already incurred up to that date, but it brings the director's connection with the company to an end from that point.

Conclusion: Yes. The director is deemed to have resigned from the date of resignation.

Issue (ii): Whether the Court can invoke inherent powers to direct the company or the Registrar to remove the resigned director's name from the records.

Analysis: Section 283 of the Companies Act, 1956 concerns vacation of office and does not provide the remedy sought. Rule 9 of the Companies Rules preserves inherent powers, but such powers cannot be used to create a new jurisdiction or make a new law where the Companies Act deliberately provides none. The internal affairs of a company are not to be interfered with except in recognised exceptional situations, and this case did not fall within them.

Conclusion: No. The Court has no such power under the Companies Act or the rules.

Final Conclusion: The application failed because the Court could not grant the requested direction, though the resignation itself remained effective from the date it was tendered.

Ratio Decidendi: Where the Companies Act and the rules do not provide a remedy concerning resignation of a director, the Court cannot use inherent powers to create one, and a director's resignation takes effect from the date it is tendered subject to the articles of association.

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