WHETHER RESIGNATION OF INDEPENDENT DIRECTOR GAUTAM DOSHI FROM SUN PHARMACEUTICAL INDUSTRIES LTD WITHOUT SIGNING HIS RESIGNATION LETTER AND NOT AFFIXING HIS DSC AND INTIMATION TO THE COMPANY THROUGH HIS LAWYER IS VALID UNDER THE COMPANIES ACT 2013?

 WHETHER RESIGNATION OF INDEPENDENT DIRECTOR GAUTAM DOSHI FROM SUN PHARMACEUTICAL INDUSTRIES LTD WITHOUT SIGNING HIS RESIGNATION LETTER AND NOT AFFIXING HIS DSC AND INTIMATION TO THE COMPANY THROUGH HIS LAWYER IS VALID UNDER THE COMPANIES ACT 2013?

·       Unsigned resignation letter + no DSC + sent only by lawyer → Not valid compliance under Section 168.

·       The director must personally sign (physical or digital) the resignation notice.

·       Intimation through a lawyer without authorization is insufficient.

·       Until a proper resignation is filed, Gautam Doshi would continue to be shown as director in MCA records.

LEGAL FRAMEWORK

Section 168(1), Companies Act, 2013

·       A director may resign by giving a notice in writing to the company.

·       The resignation takes effect from the date the notice is received by the company or the date specified in the notice, whichever is later.

Rule 15 of Companies (Appointment and Qualification of Directors) Rules, 2014 says

·       The company must file Form DIR‑12 with the Registrar within 30 days of receiving the resignation.

·       The resigning director may also forward a copy of the resignation to the Registrar in Form DIR‑11 (though after 2017 amendment, filing DIR‑11 is optional for the director).

·       Key Compliance Questions 

·       Form of Resignation: 

·       The law requires a written notice. It does not mandate that the director must sign with a Digital Signature Certificate (DSC). A physical signature or even an authenticated communication can suffice.

·       However, if the resignation is sent through a lawyer without the director’s own signature, the company may question its validity unless the lawyer is expressly authorized (via power of attorney or mandate).

MODE OF INTIMATION:

·       Resignation must be personally communicated by the director. Courts have generally held that a resignation is a unilateral act — once communicated, it is effective. But communication through a lawyer without the director’s signature raises doubts about authenticity.

JUDICIAL VIEW

Courts (e.g., Moti Ram v. Param Dev, SC) have emphasized that resignation is effective once communicated, even without acceptance.

Resignation of an Independent Director must be personally signed and communicated. A lawyer’s intimation without signature/DSC is not valid under the Companies Act, 2013.

JUDICIAL PRECEDENTS

CASE	COURT	PRINCIPLE ESTABLISHED
Moti Ram v. Param Dev (SC)	Supreme Court	Resignation is a unilateral act effective upon communication to competent authority.
Dr. J.S. Gambhir v. Millennium Health Institute & Diagnostics (P.) Ltd.	Delhi HC	Resignation effective once communicated; acceptance not required.
S.S. Lakshmana Pillai v. ROC	Madras HC	Resignation is unilateral unless Articles specify otherwise.
Latchford Premier Cinema Ltd. v. Ennion and Paterson [1932] 2 Comp. Case 106 (CD)	UK precedent often cited	Even verbal resignation accepted if Articles permitted; Indian law now requires written resignation.
T. Murari v. State of Tamil Nadu	Madras HC	Communication of intention is sufficient; board cannot refuse.

KEY TAKEAWAY

However, in corporate practice, unsigned or unauthenticated letters are treated as irregular. The ROC may also raise objections if DIR‑12 is filed based on such a document.

#R V SEKAR FCS,LLB 79047 19295,