Date: [Date, Month, Year]

To,
The Chairman / Secretary
[Company Name] Private Limited
[City, State, Pin Code]

Subject: Resignation from the Office of Director of the Company

Dear Sir/Madam,

I hereby tender my resignation from the office of Director of [Company Name] Private Limited with immediate effect (or specify resignation date). I kindly request that my resignation be communicated to the Registrar of Companies and that the Board of Directors be informed in the upcoming Board Meeting.

I sincerely thank the Board of Directors for providing me with the opportunity and support to fulfill my responsibilities during my tenure.

Please provide me with an acknowledgement of receipt of this resignation letter and a copy of the filed e-Form DIR-12 for my records.

Thank you.

Yours faithfully,
[Director Name]
[Signature]

Company’s Duties on Receiving Director’s Resignation Letter

Upon receiving a Director’s resignation letter, the company must promptly acknowledge the receipt through formal communication addressed to the resigning Director. This acknowledgment serves as confirmation that the resignation has been accepted.

Subsequently, the company is obligated to file e-Form DIR-12 with the Registrar of Companies (ROC) to officially notify the resignation.

The resignation letter should also be tabled at the next Board Meeting, and the event must be recorded in the minutes of that meeting to maintain proper documentation.

Liability of Director After Resignation

Once a Director has tendered their resignation and the Board has formally accepted it, the Director is relieved from any liabilities or obligations that arise from the company’s activities after the acceptance date.

However, the Director remains responsible and liable for any wrongful acts, defaults, or offenses committed during their tenure as a Director, even after resignation.

Process for Removing a Director

A company has the authority to remove a director before the completion of their tenure, with this power vested in the shareholders. However, strict adherence to the prescribed legal procedures is essential to ensure the validity of the removal, especially if challenged in a court of law.

Fundamental Requirement: Right to be Heard

Before initiating the removal process, the director facing removal must be given a fair opportunity to present their case. This principle of natural justice is a mandatory prerequisite.

Issuance of Special Notice

The removal process begins with the issuance of a special notice by shareholders holding at least 1% of the voting rights or shares with an aggregate paid-up value of not less than Rs. 5,00,000 as on the date of notice.

• This special notice must be submitted to the company at least 14 days prior to the meeting where the removal resolution will be considered.

• The notice cannot be older than three months before the meeting date.

• All shareholders proposing the removal must sign the notice.

Notification to the Director and Members

• A copy of the special notice must be sent to the director concerned, who is entitled to be heard at the meeting irrespective of whether they remain a member of the company.

• The notice must be served at least 7 days before the meeting.

• If delivery of the notice poses reasonable difficulty, publication in two newspapers—one in English and one in the local language—is permitted.

• The notice must also be prominently displayed on the company’s official website (if available) at least 7 days before the meeting.

Recourse to the Tribunal

If the company or any stakeholder refuses to circulate the director’s representation or prevent its presentation at the meeting, an application may be made to the Tribunal. The Tribunal can:

• Declare the removal process invalid if it finds misuse of the process for publicity or defamation.

• Order the director to compensate the company for expenses incurred due to the application.

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