The petitioner had initially consented to be appointed as a director of Respondent No. 4 in August 2020, during the COVID-19 pandemic. However, despite the formal appointment, the business of the company never materialized. On 24 August 2021, the petitioner tendered his resignation, effective from 1 September 2021. The Board of Directors accepted the resignation in a resolution passed on the same date, noting the effective date of resignation.

The core legal issue raised was whether the petitioner’s resignation, accepted by the Board of Directors, could be reflected in the official ROC records without the company’s compliance with certain statutory requirements under the Companies Act, 2013. The Registrar’s argument focused on the company’s failure to file necessary compliance forms under Sections 10A, 12, 92, 137, and 96 of the Companies Act, particularly in relation to the commencement of business.

Section 168 of the Companies Act, 2013, governs the resignation of directors. According to Section 168(2), a director's resignation becomes effective on the date the company receives the resignation notice or on the date specified by the director, whichever is later. In this case, the petitioner’s resignation was received on 24 August 2021 and accepted by the company’s board on 1 September 2021. This made the resignation legally effective from 1 September 2021, despite the company’s failure to file the necessary forms with the Registrar of Companies.

The court recognized that the company was formed during the pandemic, a period when compliance with statutory requirements was often delayed or impossible due to various external challenges. However, the court emphasized that the resignation had been properly tendered, acknowledged by the board, and should be reflected in the ROC’s records. The company’s failure to comply with the legal requirements, while significant, could not be used to hold back the petitioner’s resignation from the official records.

The court also acknowledged that the company had not commenced business, and thus, certain compliance issues remained outstanding. However, it noted that these issues should not bar the removal of the petitioner’s name from the ROC records. The court stated that the petitioner’s resignation had legally taken effect on 1 September 2021, as per Section 168(2) of the Companies Act, 2013.

The Bombay High Court ruled in favor of the petitioner, directing the Registrar of Companies to update its records and remove the petitioner’s name as a director of the company. The court clarified that this decision did not absolve the company from its other legal obligations. It also left the door open for the ROC to take further action in relation to the company’s compliance with the Companies Act, 2013.

This judgment underscores the importance of complying with statutory requirements but also emphasizes that a director’s resignation should be respected, especially when the legal requirements for resignation under Section 168(2) are met. It is a reminder for companies to take prompt action in maintaining their statutory records and filing necessary forms with the Registrar of Companies to avoid legal complications.