Happy Travels Private Limited received a letter of resignation by post on 01-April-2023 purportedly signed by Shyamal Das, Director of the company. The Company Secretary of the company Rohit Biswas, on the directions of

A director of a company may resign from office under section 168 of Companies Act, 2013 (Act) read with Rule (15) of Companies (Appointment and Qualifications of Directors) Rules, 2014 (Rules), by giving a Notice along with reasons for resignation to the company. The Board of Directors (BOD) shall, on receipt of such Notice of resignation from a director, shall take note of the same. The company shall, within 30 days from the date of receipt of notice of resignation from a director, intimate the Registrar of Companies (ROC) in Form DIR-12 and may also post the information on its website as per Rule (15). The BOD shall also mention the fact of such resignation of director in the Report of the Board of Directors under section 134 of the Act laid in the immediately following Annual General Meeting of the company. The director may, within 30 days from the date of resignation, forward to the ROC a copy of his letter of resignation along with reasons for resignation in Form DIR-11 along with the requisite registration fees as provided under Companies (Registration Offices and fees) Rules, 2014. The resignation shall be effective from the date on which the notice of resignation was received by the company or the date specified by the director in the Notice of resignation, whichever is later. In this case, the director has filed a criminal complaint stating that the resignation letter was not signed by him, not genuine and also that his signature was forged. However, as decided by NCLAT in a case Harish Jain v Haveli Restaurant and Resorts Limited dated 26/02/2020, (Company Appeal (AT) No. 390 of 2018) when a director alleges that his signature on the resignation letter was forged, it is for the director to prove that the resignation letter was a forged document. In other words, onus of proof falls on the complainant. Thus, besides initiating measures to obtain anticipatory bail for all the KMPs of the company, the company secretary Rohit Biswas and the company can also contest the case on merits in the appropriate legal forum.