TaxTMI 
TaxTMI 
2024 (2) TMI 1261
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....read thus:- "(a):- this Hon'ble Court may be pleased to issue a Writ of Mandamus or any other appropriate Writ or direction directing the Respondent No. 1 to remove the name of Petitioner as a Director of Respondent No. 4 with effect from 01.09.2021 i.e. the date of resignation; (b) this Hon'ble Court may be pleased to issue a Writ of Mandamus or any other appropriate Writ or direction directing the Respondent No. 1 to initiate appropriate action/steps against Respondent No. 4 for default in complying with the provisions of the Companies Act, 2013 regarding resignation of the Director." 4. The case of the Petitioner is that on 14 August 2020 the Petitioner had given consent for appointment as a Director of respondent No. 4 as also respondent No. 5 who is a foreign director gave her consent for appointment as a Director on 19 August 2020. 5. The Petitioner contends that the business of the Company never commenced. It is contended that such consent was given during Covid-19 pandemic. In these circumstances, Petitioner tendered his resignation on 24 August, 2021 which was to take effect from 1 September, 2021. In the resignation letter addressed to the Board of....
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....d already tendered resignation on 24 August 2021 and no action was initiated to that effect by the Company. 7. On 12 July 2022, the petitioner through his advocate addressed a letter to the Registrar of Companies requesting that the Respondent No. 4/company's portal be updated in pursuance of the resignation of the petitioner, as all details in regard to the resignation of the petitioner were furnished to the Registrar of Companies, as also copy of the said letter was forwarded to respondent No. 5. In such letter, it was specifically stated that despite following up continuously with the company and / or the person authorised in regard to the updation and to adhere to the requirements of law, no steps were taken in that regard, and to the distress of the petitioner, his name continued to be reflected as director, in the register of ROC. It was also recorded that the petitioner was continuously following up for necessary compliance but no steps were taken. 8. In pursuance of such letter addressed on behalf of the petitioner, the Registrar of Companies issued a notice dated 15 July 2022 to respondent No. 4/Company inter alia calling for the comments and clarifications on the co....
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.... prescribed time period and hence her DIN has been deactivated. The contravened Rule 12A of the Companies (Appointment and Qualification of Directors) Rules 2014, is read as under- "Every individual who has been allotted a Director Identification Number (DIN) as on 31st March of a financial year as per these rules shall, submit e-form DIR-3-KYC to the Central Government on or before 30th April of immediate next financial year." That, it is most respectfully submitted that, since both the Directors of the captioned Company are in continuing default, which indicates that the Directors are willful defaulters, the Company is not able to file DIR 11 and DIR 12. It is the responsibility of the Directors of the Company to file all the necessary forms as per the provisions of the Act, and since both the Directors have defaulted in filing the commencement of business, the Company and its Directors are not capable of filing any other forms. That, it is most respectfully submitted that, since both the Directors are in default, the Respondent can initiate strike off proceedings against the Company as per Section 10A of the Companies Act, 2013." 10. On the above ba....
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....r shall take effect from the date on which the notice is received by the company or the date, if any, specified by the Director in the notice, whichever is later: Provided that the Director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure. (3) Where all the Directors of a company resign from their offices, or vacate their offices under section 167, the promoter or, in his absence, the Central Government shall appoint the required number of Directors who shall hold office till the Directors are appointed by the company in general meeting." 13. On a plain reading of the aforesaid provision, it is clear that sub-section (1) provides for the procedure which would be required to be adopted, when the director of the company resigns. What is significant is that subsection (2) thereof provides that the resignation of a director shall take effect from the date on which the resignation notice is issued by the company or "the date, if any", specified by the director, in the notice whichever is later, however, with a proviso that the director who has resigned shall be liable even after his resignation for the off....