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Showing contexts for: resignation effective in M. S. Narayana Menon vs . State Of Kerala Air 2006 Sc 3366 Made The ... on 28 July, 2012Matching Fragments
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12. In Halsbury's Law of England, 4th Edition, Vol. 7 at page 316 in paragraph 536 under the heading 'Resignation', it is stated as follows:
"Where by the Articles a Director has power to resign at any time, his resignation takes effect independently of acceptance by the other Directors of the company..."
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14. In Palmer's Company Precedents, 7th Edition, part1, at page 565, it is stated as follows:
39. Thus, as soon as a Director of Company expresses his unequivocal intention to resign, the resignation becomes effective. In the opinion of the Court, the date reflecting in the prescribed column in form no. 32 is, therefore, the effective date of resignation. It is particularly in a case, where no proof of oral / written resignation of Director is available on record. Moreover, form no. 32 is a public document U/s 74 of Indian Evidence Act and submission of this form is a statutory obligation of the company. Thus, an evidentiary value and sanctity gets attached to this document and the same cannot be ignored and should be relied upon as a conclusive proof.
Accused no. 3 has failed to produce any evidence to prove that he was inducted as Additional Director merely to complete the Board.
41. In view of the discussion in preceding paragraphs, the situation remains thus that accused no. 4 and 5 had validly and effectively resigned from the Directorship of accused no. 1 company on 30.09.1997 and since, the alleged offence was committed / completed much later than 30.09.1997, accused no. 4 and 5 as Directors cannot be burdened with the liability of the Company for an office which was committed after their resignation.
As far as accused no. 3 is concerned, though he effectively resigned on 30.09.1997 but also 'effectively' rejoined the company as Director on 04.11.1997. His mere denial of joining as 'effective Director' w.e.f 04.11.1997 cannot override the documentary evidence Ex. DW 2/C1. The deposition of DW2 that he joined merely to complete the Board also suffers another jolt from the document Ex. DW 2/C2 to which he was confronted during crossexamination. Document Ex. DW 2/C2 is the certified copy of 13 th Annual Report (199798) of accused no. 1 company filed with ROC, which reflects accused no. 3 as 'Director'.