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Indian Law/Resignation of part-time director


I understand from one of your comments last year that part-time company directors in India can resign unilaterally even if this take the number of directors remaining below the statutory minimum.

I became a director of an Indian company in October. Prior to October I was paid consulting fees. My fees did not increase in October and the consulting role continued. These fees represented and continue to represent approximately one third of the income that I require to support my family. The other two thirds of my income is generated from other business interests that are in no way connected with my Indian company directorship. Typically I spend around three hours per week working on issues related to the Indian company.

I tendered my resignation in writing on 22 March. Can you confirm that I would have been considered a part time director from October 2012 until March 2013 and that as such the company could not reject my resignation?

Many thanks.

Resignation of a director is  governed by the provisions contained in the Articles of association(AoA) of a company.Unless the Articles provide otherwise, a part-time director may resign simply by sending his letter of resignation to the Chairman/Board of Directors of the company.No formal acceptance of his resignation by the Board is necessary.
In view of the above,your resignation from the board will depend upon the relevant provisions in the AoA of the said company.If the Articles does not require specific acceptance by the board, you will definitely be considered as a member of the board till the date of resignation from the board.Regrding remuneration from the company for acting as part-time director, it will depend upon terms of your engagement to be read with the AoA of the company.

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Arun Kumar Maitra


Contract Law,Companies Act,Sale of Goods Act,Partnership Act,Negotiable Instument Acts,Constitution of India,Arbitration Act,Consumer Protection Act,Maternity Act,Payment of Gratuity Act,Payment of Bonus Act,Shops & Establishment Act etc.The answer to the grievance of the particular online query depends on the facts of the particular case and law applicable to it.However,my comments relating to the various queries raised through the "All Experts" should not be treated as legal advices and should not at all be relied upon.I do not accept any responsibility for them.They will only give you some ideas about the probable merits of your cases.Ultimate actions/decisions in the matter may please be taken in consultation with the Legal Experts in the relevant fields.My purpose of giving the comments is to increase my own knowledge on the subjects and share it with others.It is purely of academic interest to me. I strongly feel the more knowledge we share,the more we shall be able to learn because there is neither any age nor any end to learning.


I have experience of dealing with matters relating to holdings of board/general meetings,maintenance of statutory registers,filing of necessary returns with the RoC,obtaining licenses for import,replies to Parliament Questions,dealing with the Parliamentary Committees,appearing before various courts to defend my employers,filing affidavits/counter -affidavits,preparing written statements/re-joinder,giving advice to management on complicated legal issues,preparation,drafting and vetting of contracts etc. I have more than 35 years of experiences to deal with the Company Law and Other Commercial Laws of leading Organisations in the country both in Public as well as Private Sectors.

Member,Inst. of Chartered Accountants of India Member,Inst. of Company Secretaries of India; Member,Bar Council of India Member,All India Management Association Member,Delhi Management Association Ex. Vice-Chairman,Durgapore Chapter of the I.C.A.I. Expert ,CA Club India Expert ,Lawyers Club India Expert,AllExperts Ex. Faculty ,I.C.S.I as well as I.C.W.A of India Retd. Co. Secy. & G.M.(Law)/NFL(A Mini-Ratna A Schedule Central P.S.U.),New Delhi Ex.V.P.(Secretarial Dept.),Jaiprakash Associates Ltd. Ex. Co. Secy.,MAMC(A Govt. of India Enterprise),Durgapore



Awards and Honors
Obtained ''A'' Grade Certificate in the Parliamentary Procedure from the Secy. General of Parliament in 1994-95.It was in connection with a training course conducted by the BPE for PSU Executives.

Past/Present Clients
I am presently working as a Company Secretary in Old World Hospitality Pvt. Ltd.located in Delhi.It is engaged in Hospitality Industry.It has Units in India and abroad.It has been given the responsibility to look after operation & Management of ''India Habetat Centre'' located at Lodhi Road,New Delhi.

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