CAN A COMPANY REFUSE TO ACCEPT THE RESIGNATION OF A COMPANY SECRETARY AND DELAY FILING OF FORM DIR-12, THEREBY PREVENTING THE PROFESSIONAL FROM JOINING ANOTHER COMPANY?

 CAN A COMPANY REFUSE TO ACCEPT THE RESIGNATION OF A COMPANY SECRETARY AND DELAY FILING OF FORM DIR-12, THEREBY PREVENTING THE PROFESSIONAL FROM JOINING ANOTHER COMPANY?

GREEVAS JOB PANAKKAL V. TRACO CABLE COMPANY LIMITED & ORS. HIGH COURT OF KERALA

BONDED LABOUR

The Kerala High Court, in Greevas Job Panakkal v. Traco Cable Company Limited & Ors. (judgment dated 13 February 2026), ruled that TRACO Cable Company must accept the resignation of its Company Secretary, holding that refusal to do so amounted to bonded labour and violated constitutional protections.

KEY FACTS

• Greevas Job Panakkal had served as Company Secretary since 2012.

• TRACO Cable faced financial turmoil, with salary defaults beginning October 2022.

• The petitioner tendered his resignation citing personal obligations and financial distress.

• TRACO Cable refused to accept the resignation, effectively forcing him to continue in service.

COURT’S FINDINGS

EMPLOYER’S DUTY:

The Court held that an employer is legally bound to accept an employee’s resignation unless:

•     It violates contractual conditions, or

•     Disciplinary proceedings for grave misconduct are pending.

CONSTITUTIONAL PROTECTION

Company Secretary is a statutory position and Key Managerial Personnel (KMP) under the Companies Act, 2013.

Refusal to accept resignation without lawful justification amounts to bonded labour, violating Article 23 of the Constitution.

Non-filing of DIR-12 can severely restrict the professional mobility of a Company Secretary.

DECISION OF THE KERALA’S COURT

The Kerala High Court allowed the writ petition and directed the company to:

✔ Accept the resignation of the petitioner

✔ Relieve him within two months

✔ Pay salary arrears, leave surrender benefits, and terminal dues.

KEY TAKEAWAYS FOR COMPANY SECRETARIES

·      Companies cannot arbitrarily refuse resignation of a Company Secretary.

·      DIR-12 must be filed promptly upon cessation of KMP.

·      Non-filing of DIR-12 may unlawfully restrict future employment opportunities.

·      Employers cannot use disciplinary proceedings as a tool to prevent resignation.

·      This ruling strengthens the ability of employees to resign freely, even in financially troubled organizations

·      Forcing employment against the will of an employee may violate Article 23 of the Constitution.

REPORT TO ROC CONCERNED

A Company Secretary has the right to report to the Registrar of Companies (RoC) if the company refuses to file Form DIR-12 for his resignation or fails to issue a relieving letter.

IF COMPANY REFUSES TO FILE DIR-12

•     The resigning officer can independently file Form DIR-12 along with proof of resignation (resignation letter, acknowledgment, or correspondence) with ROC.

•     The RoC accepts such filings to update records, even if the company does not cooperate.

 

YOUR COMPLIANCE PARTNER – R V SECKAR , FCS, LLB 79047 19295