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TMI Blog2009 (4) TMI 443X X X X Extracts X X X X X X X X Extracts X X X X ..... r of Companies. The complaints are dated 16-7-1993, which goes to show that the same were initiated more than 22 years after the Registrar of Companies had admittedly been communicated the letter of resignation of the petitioner and had accepted the same in terms of its own Circular. The petitions are allowed by setting aside the order of conviction and sentence dated 17-8-2002 - CRL. REV. P. NOS. 1004 TO 1013 OF 2002 - - - Dated:- 8-4-2009 - MS. REVA KHETRAPAL, J. Vijay Kumar Gupta for the Petitioner. Ms. Maneesha Dhir and Ms. Preeti Dalal for the Respondent. ORDER 1. By way of this common judgment, it is proposed to dispose of Crl. Rev. P. Nos.1004 to 1013/2002 for quashing of the judgment dated 17-8-2002 pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company with effect from 27-7-1971. 4. The learned counsel for the petitioner contends that apart from the fact that section 468 of the Criminal Procedure Code bars taking cognizance in the present case as the complaint was instituted beyond the period of limitation prescribed in law, the complaint does not disclose sufficient ground or material to proceed against the petitioner and ought to have been dismissed under section 203 of the Criminal Procedure Code. He further contends that the learned trial court as well as the learned appellate court completely erred in not appreciating Circular No. 42(400)-CL-II-59, dated 29-12-1959 whereunder sending of letter of resignation to the Registrar of Companies is stated to be sufficient resigna ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respondent is ex facie contrary to the facts deposed by the respondent before the High Court in CA No. 606/1984 in CP No. 109/1984, that is, in the proceedings for winding up of the company titled Ram Kishore Sharma v. Toyo Lamps (P.) Ltd. In the said proceedings, an affidavit had been filed by the respondent categorically admitting the receipt of the resignation letter dated 27-7-1971 from the petitioner No. 1. Paragraph 12 of the said reply by way of affidavit clearly admits that the petitioner addressed the said resignation letter to the Board of Directors and a copy was forwarded to the office of the respondent, which reads as follows: "The averments made in para 16 are admitted to the extent that Shri B.N. Kaushik, Secretary ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... communication from any Director about his resignation, Registrar should enquire whether the resignation of such Director is or is not bona fide and if he finds that Director has resigned bona fide from the Directorship of the company, he should not start prosecution against such Director, irrespective of the fact whether such resignation was or was not accepted by the company. It is pleaded by Mr. Sharma that no communication was received from the Office of Registrar of Companies, rejecting his letter of resignation. It is also contended that, thereafter, no prosecution was launched against the applicant by the Registrar of Companies for a default on the part of the company, which shows that his resignation was deemed have been accepte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fill up Form No. 32 and is obliged to give a notice or intimation to that effect to the Registrar of Companies ( ROC )? The question arises for our adjudication is whether that particular director is obliged to give such information to the ROC and whether he cannot retire without complying with the said requirement. Keeping in view the provisions of the Companies Act, 1956, the relevant articles of the Constitution of India, we come to the conclusion that a director of the public limited company or private limited company can tender his resignation unilaterally and without filling in Form 32 and without sending a notice to the Registrar of Companies. It is clear that the filling in of the said Form and the giving of due intimation and info ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... down that in the absence of anything to the contrary in the Articles of Association of the Company, a resignation once made will take effect immediately when the intention to resign is made clear. Accordingly, in such cases, the resignation tendered by a Director or a Managing Director unequivocally in writing will take effect from the time when such resignation is tendered. 9. The learned counsel pointed out that the violations under the Companies Act of non-filing of balance-sheet and annual returns were for the years pertaining to 1982 to 1986 whereas the petitioner had tendered his resignation in 1971, which fact is admitted by the respondent. The said resignation was accepted by the respondent and no objection against the same was ..... X X X X Extracts X X X X X X X X Extracts X X X X
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