Director's resignation operates on tender without acceptance when no governing rule requires further approval, ending later director liability.

An unequivocal director's resignation took effect on tender, because the Companies Act, 1956 and the company's memorandum and articles contained no requirement for board or company acceptance. Applying the principle that a director acts as an agent of the company, the court treated the written resignation as effective from the date it was submitted. The former director therefore ceased to hold office from that date and could not be proceeded against as a director for a later alleged default in filing the annual return. The analysis also rejected any requirement that another director be co-opted before resignation could operate.

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Issues: Whether a director's resignation takes effect on its tender without acceptance by the board or company, and whether criminal proceedings for non-filing of annual return could be quashed after such resignation.

Analysis: The Companies Act, 1956 contained no express provision governing resignation of a director or prescribing acceptance as a condition for its effectiveness. The memorandum and articles also contained no clause requiring acceptance or continued office until acceptance. In the absence of such a provision, and applying the settled principle that a director is an agent of the company, an unequivocal resignation expressed by notice or letter operates immediately when tendered. The petitioner had clearly resigned in writing from the evening of 4 December 1972, and there was no legal requirement that he first co-opt another director before resigning. Accordingly, he ceased to be a director from that date and could not be proceeded against as such for the alleged subsequent default.

Conclusion: The resignation was effective from the date of tender, without the need for acceptance, and the petitioner was no longer liable for the impugned prosecution as a director.

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