168. Resignation of director
(1) A director may resign from his office by giving a notice in writing to the
company and the Board shall on receipt of such notice take note of the same and the
company shall intimate the Registrar in such manner, within such time and in such form as
may be prescribed and shall also place the fact of such resignation in the report of directors
laid in the immediately following general meeting by the company:
Provided that a director shall also forward a copy of his resignation along with
detailed reasons for the resignation to the Registrar within thirty days of resignation in such
manner as may be prescribed.
(2) The resignation of a director 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.