eForm DIR-11 | Notice of resignation of a director to Registrar

Part I – Law(s) Governing the eForm DIR-11

Section and Rule Number(s)

eForm DIR-11 is required to be filed pursuant to Section 168 (1) of the Companies Act, 2013 and Rule 16 of Companies (Appointment and Qualification of Directors) Rules, 2014 which are reproduced for your reference.

Section 168(1):

(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 may 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.

Rule 16:

Where a director resigns from his office, he may within a period of thirty days from the date of resignation, forward to the Registrar a copy of his resignation along with reasons for the resignation in Form DIR-11 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

Provided that in case a company has already filed Form DIR-12 with the Registrar under rule 15, a foreign director of such company resigning from his office may authorise in writing a practising chartered accountant or cost accountant in practice or company secretary in practice or any other resident director of the company to sign Form DIR-11 and file the same on his behalf intimating the reasons for the resignation.

Purpose of the eForm

Director may resign from his office by giving a notice in writing to the company and he is also required to forward a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in eForm DIR-11.

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.

eForm Number as per Companies Act 1956

eForm DIR-11 has been introduced in the Companies Act, 2013

Part II – Instructions to fill the eForm

Specific Instructions to fill the eForm DIR-11 at Field Level

Instructions to fill the eForm are tabulated below at field level. Only important fields that require detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.

S. No/ Section Name		Field Name	Instructions
		Notice  is hereby…………………………… , the details of which are given below	All the details mentioned in this field are prefilled based on the details filled up in the eForm.
1	(a)	CIN	Enter a valid CIN of the company. Note: You can search for CIN of a company by entering existing registration number or name of the company in the ‘Find CIN’ service available under the menu MCA services on MCA website.
		Pre-fill button	Click the Pre-fill button. On clicking the button, system will automatically display the name, registered office address and email id of the company. The system shall also prefill the details of the company in the notice declaration given above.
2	(a)	Director Identification Number (DIN)	Enter an approved DIN of the director who is resigning from the company. Click the Pre-fill button. On clicking the button, system will automatically display the name of the director resigning from the company.
3	(a)	Date of appointment	Enter the date of appointment of resigning director in the company.
	(d)	DIN of the director to whom the appointee was alternate	In case of an alternate director, enter the DIN of the director to whom the appointee is alternate and click Pre-fill button. System will automatically display the name of the director to whom the appointee is alternate.
4	(a)	Date of filing of resignation with the company	Enter the date of filing of resignation with the company and also effective date of resignation specified in the notice. 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. And the same effective date is required to be mentioned above. The effective date of resignation shall be same as the date of cessation entered in eForm DIR-12 if already filed by the company.
5		Reasons for resignation	It is mandatory to specify the reasons for resignation from the company.
Declaration		I…    the   applicant   do solemnly…and complete.	System shall automatically display the name  of director  resigning  from    the company who is required to give declaration
To be digitally signed by		DSC	Ensure the eForm is digitally signed by the director   who   has     resigned     from    the company.
		DIN	Enter the approved DIN of the director who has resigned and signing the eForm.
Attachments		The following attachments are mandatory : Notice of resignation filed with the company Proof of dispatch Acknowledgement received from company, if any and is mandatory if yes selected in option at serial no 6. Any other information can be provided as an optional attachment(s).

Common Instructions to fill eForm

Buttons	Particulars
Pre-Fill	The Pre-fill button can appear more than once in an eForm. The button appears next to a field that can be automatically filled using the MCA database. Click this button to populate the field. Note: You are required to be connected to the Internet to use the Pre-fill functionality.
Attach	Click this document to browse and select a document that needs to be attached to the eForm. All the attachments should be scanned in pdf format. You have to click the attach button corresponding to the document you are making an attachment. In case you wish to attach any other document, please click the optional attach button.
Remove Attachment	You can view the attachments added to the eForm in the List of attachment field. To remove any attachment from the eForm, select the attachment in the List of attachment field and click the Remove attachment button.
Check Form	1.  Click the Check Form button after, filling the eForm. System performs form level validation like checking if all mandatory fields are filled. System displays the errors and provides you an opportunity to correct errors. 2.  Correct the highlighted errors. 3. Click the Check Form button again and system will perform form level validation once again. On successful validations, a message is displayed “Form level pre scrutiny is successful”. Note: The Check Form functionality does not require Internet connectivity.
Modify	The Modify button is enabled, after you have checked the eForm using the Check Form button. To make changes to the filled and checked form: 1.  Click the Modify button. 2.  Make the changes to the filled eForm. 3.  Click the Check Form button to check the eForm again.
Pre scrutiny	1.   After checking the eForm, click the Prescrutiny button. System performs some checks and displays errors, if any. 2. Correct the errors. 3.  Click the Prescrutiny button again. If there are no errors, a message is displayed “No errors found.” The  Prescrutiny  functionality requires Internet Connectivity.
Submit	This button is disabled at present.

Part III – Important Points for Successful Submission

Fee Rules

S. No	Purpose of the form	Normal Fee	Additional Fee (Delay Fee)	Logic for Additional Fees		Remarks
				Event Date	Time      limit(days) for filing
1.	Directors to intimate about their resignation	The Companies (Registration Offices and Fees) Rules, 2014		Effective  date of resignation.	30 days

Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or notification issued thereunder.

Processing Type

The eForm will be auto-approved.

SRN Generation

On successful submission of the eForm DIR-11, SRN will be generated and shown to the user

which will be used for future correspondence with MCA.

Challan Generation

On successful submission of the eForm DIR-11, Challan will be generated depicting the details of the fees paid by the user to the Ministry. It is the acknowledgement to the user that the eForm has been filed.

Email

When an eForm is completely processed by the authority concerned, an acknowledgement of the same with related documents, if any, is sent to the user in the form of an email to the email id of the director.

When a director files eForm DIR-11 for intimating about his resignation before the company files eForm DIR-12, an email will be sent to the company for filing the eForm DIR-12 and the status of the Director in the company will be changed to ‘Resigned’ against the selected designation. Once the company files the relevant eForm DIR-12, the status shall be changed as per the existing system.

Annexure A

In case of company having share capital

Nominal Share Capital	Fee applicable
Less than 1,00,000	Rupees 200
1,00,000 to 4,99,999	Rupees 300
5,00,000 to 24,99,999	Rupees 400
25,00,000 to 99,99,999	Rupees 500
1,00,00,000 or more	Rupees 600

In case of company not having share capital

Fee applicable

Rupees 200

Additional fee

Period of delays	All forms
Up to 30 days	2 times of normal fees
More than 30 days and up to 60 days	4 times of normal fees
More than 60 days and up to 90 days	6 times of normal fees
More than 90 days and up to 180 days	10 times of normal fees
More than 180 days and up to 270 days	12 times of normal fees