R. N. PYNE, J. ( 1 ) THE Court: The petitioner Krishna Kumar Khemka in his petition has stated that he became a Director of Hilla Tea Estates and Industries Limited (hereinafter referred to as the companytt) on and from September 1972. He continued to be a Director of the Company until 1st September, 1981, when he resigned from the directorship of the Company by tendering a letter of resignation to the Company. The petitioner duly intimated the fact of his resignation to the Registrar of Companies, West Bengal, by his Advocates letter dated 11th January 1984, which was served upon the Registrar of Companies, West Bengal, by registered post with acknowledgment due and the intimation was received by the Registrar of Companies, West Bengal, on 16th January 1984. It is staled by the petitioner that notwithstanding the communication of the said fact of his resignation to the Registrar of Companies, by an intimation dated 18th October, 1984, the Registrar of Companies, West Bengal, called upon the petitioner to file the annual return in respect of the Company made upto 30th June 1984, as also the balance-sheet and profit and loss account for the financial year ended 31st December 1983, under the provision of section 210 of the Companies Act, 1956. Thereafter, on the basis of such notice dated 18th October 1984 the Registrar of Companies bas already initiated criminal proceedings against the petitioner for alleged default in filing annual return made upto 30th June 1984, and nonfiling of balance-sheet and profit and loss account for the financial year ended 31st December 1983. The petitioner is contesting the said criminal proceedings in the criminal court. ( 2 ) THE petitioner has further stated that he has reasonable apprehension that he will again be called upon by the Registrar of Companies to file annual return made upto 30th June 1985, as also to file balance-sheet for the year ended 31st December 1984, inspite of the fact that the petitioner resigned from the directorship of the Company on and from 1st September 1981. According to the petitioner, such apprehension on his part is reasonable in view of the fact that inspite of intimation to the Registrar of Companies. West Bengal, criminal proceedings have been initiated against him for the years 1982-83. According to the petitioner, such apprehension on his part is reasonable in view of the fact that inspite of intimation to the Registrar of Companies. West Bengal, criminal proceedings have been initiated against him for the years 1982-83. The petitioner has also stated that under the provision of the Companies Act, 1956, a resignation once made will take effect immediately when the intention to resign has been made clear and the resignation tendered by the petitioner unequivocally in writing has taken effect from 1st September, 1981, when such resignation was tendered. According to the petitioner he has reasons to apprehend that further criminal proceedings will or may be brought against him in respect of alleged default for non-filing of annual returns and balance-sheets for the year 1984, for which no criminal proceedings are pending as yet although the petitioner is no longer continuing to be a Director of the Company and bas no liability to file any return with the Registrar of Companies under the provisions of the Companies Act, 1956. On the basis of the aforesaid allegations the petitioner has made this application praying for the following reliefs: (a) Your petitioner be relieved from filing any return and balance-sheet with the respondent for the financial year ended 31st December, 1984, or for any period subsequent thereto in view of the resignation tendered by the petitioner to the Company effective from 1st September, 1981. (b) Injunction restraining the respondent from initiating any criminal proceedings against your petitioner for the financial year ended 31st December, 1984, for non-filing of any return and balance-sheet with the respondent. (c) Ad interim order in terms of prayer (b) hereinabove. (d) Such further or other order or orders and/or directions be given as your Lordships may deem fit and proper. ( 3 ) AN affidavit by one Ujjwal Ray, Assistant Registrar of Companies, West Bengal affirmed on 13th September, 1985 (hereinafter referred to as the said affidavitt) has been filed on behalf of the respondent Registrar of Companies, West Bengal in opposition to the petitioners application. ( 4 ) IN the said affidavit it is stated that the petitioner became a Director of the Hilla Tea Estate and Industries Limited, with effect from November 23, 1977 according to Form No. 32 filed by the company on December 22, 1977. ( 4 ) IN the said affidavit it is stated that the petitioner became a Director of the Hilla Tea Estate and Industries Limited, with effect from November 23, 1977 according to Form No. 32 filed by the company on December 22, 1977. Thereafter in or about 5th September, 1979, Form No. 32 was filed by the Company under signature of the petitioner whereby it was intimated that out of the 3 directors of the company 2 directors i. e. , Shri M. P. Jam and Shri Jagdish Prasad purported to have resigned on August 3d, 1979 and August 31, 1979, respectively. It is alleged that as per provisions of section 252 (1) of the Companies Act, 1956, the petitioner being the only Director was and is under an obligation to maintain the minimum number of directors in respect of a public limited company which cannot be less than three. Therefore, after the resignation of M. P. Jam and Jagdish Prasad, the petitioner being the sole director of the company was and is under statutory obligation to comply, inter alia, with the provisions of the Companies Act, 1956. The company has not filed any balance-sheet and Annual Return since 1979 for which prosecutions have been launched. The deponent has stated assuming though not admitting that any directors have been co-opted by the petitioner, after allowing M. P. Jam and Jagdish Prasad to resign, such co-opted directors could not continue after the date of the Annual General Meeting for the said year. Therefore, the petitioner's letter of resignation dated September 1, 1981 was and is meaningless as the company had no Board of Directors either to enable the petitioner to tender the resignation or to get such resignation accepted and have necessary Form No. 32 filed with the Registrar of Companies, West Bengal. The petitioner was aware of his position as a director of the company after filing Form No. 32 on September 5, 1979 and could not and cannot shirk his responsibility as a Director of the company by his purported resignation. It is further stated that as per records the petitioner became a director of the company with effect from 23rd November, 1977. He also filed his consent to act as a director in Form No. 29 pursuant to section 264 of the Companies Act, 1956. It is further stated that as per records the petitioner became a director of the company with effect from 23rd November, 1977. He also filed his consent to act as a director in Form No. 29 pursuant to section 264 of the Companies Act, 1956. The deponent has disputed the factum and validity of the petitioner's resignation on September 1, 1981. According to the deponent, it appears that the said letter of resignation bears a rubber stamp purporting to be that of the company in which there is an initial of some person without any date. It is also stated assuming though not admitting that the person whose initial appears had any authority to accept any letter ostensibly written to the Board of Directors of the company that did not exist in reality, to the full knowledge of the petitioner, still no one could act on the basis of the said letter. It has not been explained as to what prevented the petitioner from intimating the purported resignation to the Registrar of Companies, West Bengal. It is further alleged that the letter dated 11th January 1984 written to the Registrar of Companies, West Bengal by the Advocate-on-record of the petitioner is also of no significance as it merely reiterates the purported resignation or the petitioner from the purported Board of Directors when admittedly no Board of Directors existed. In any event, the said company has not filed any Form No. 32 pursuant to sec. 303 of the Companies Act, 1956 in the absence of which in the records of the Registrar of Companies, West Bengal, the petitioner continues to remain as the only director of the company. The fact that the petitioner is the only director of the company as per records, the Registrar of Companies, West Bengal had and bas no other alternative but to initiate proceedings for statutory default of the company including necessity to file the return upto 30th June, 1984 as also Balance Sheet and Profit and Loss A/c. for the financial year ended 31st Dec. 1983. ( 5 ) IT is further stated that a company has to work through human agency. 1983. ( 5 ) IT is further stated that a company has to work through human agency. The petitioner by his conduct and allowing acceptance of the resignation of M. P. Jam and Jagdish Prasad has created a void in the administration of the company for which he is responsible and is liable also as the continuing director of the company for statutory defaults, inter alia, under the Companies Act, 1956. The petitioner knew all along from the beginning of September 1979 the consequence of not having any valid board of directors. According to the deponent the question of resignation will only arise if there is a board of directors where letter of resignation can be tendered and accepted or otherwise dealt with in accordance with law. It is stated that the impasse in the administration of the company has been created by the petitioner and he is fully liable till a proper board takes over the management of the company or until liquidation of the company. The Registrar of Companies, West Bengal is under a statutory obligation to prosecute officials of delinquent company for statutory violation. It is further stated that in the facts and circumstances of this case the Registrar of Companies, West Bengal has to take necessary proceedings against officials of the companies for non-compliance with the statutory provisions under the Companies Act, 1956. According to the deponent the petitioner is liable for non-filing of Annual Return and Balance-sheet for the year 1984 and the Registrar of Companies would have to launch criminal proceedings unless the same is condoned by this Honble Court for which no case has been made out. It is denied that the petitioner is not a Director of the Company or that he has no liability to file any return under the provisions of the Companies Act, 1956. The company is an existing company and till its wound up under the provisions of the Companies Act, 1956, all statutory formalities are to be complied with. It is also stated that the provisions of section 633 (2) of the Companies Act, 1956 based on averments made in the petition, do not apply in the instant case as the petitioner is disputing that he is an officer of the company. According to the deponent the provisions of section 633 of the Companies Act, 1956 do not apply to any deemed officer. According to the deponent the provisions of section 633 of the Companies Act, 1956 do not apply to any deemed officer. ( 6 ) THE question that arises for consideration in the instant case is whether the petitioner as Director of the Company is liable to file Annual Return and the Balance-sheet of the company for the financial year ended 1984 or for any subsequent period. Ashas already been stated that criminal proceedings have been initiated against the petitioner for default of filing of Annual Return made upto 30th June 1984 and non-filing of Balance-sheet and Profit and Loss Account for the financial year ended 31st December 1983. Petitioners apprehension is that proceedings will be taken against him for non-filing of any Return and Balance sheet for the financial year ended 31st December 1984 or for any period subsequent thereto. Petitioners case is that be ceased to be a Director of the Company from after 1st September 1981 as he resigned on 1st September 1981. ( 7 ) COUNSEL for the petitioner has submitted that a Director can always resign and for a resignation in order to be effective it is not necessary that such resignation should be accepted by the Company or its Board of Directors. There is no embargo under the Companies Act preventing a Director from resigning. Hence a Director can always resign. The resignation by Directors takes effect when such resignation is intimated to the Company. To be effective it is not necessary that such resignation shall be accepted by the Company or its Board of Directors. Therefore, according to Counsel the petitioner cannot be made liable to file Annual Return and Balance-sheet and Profit and Loss Account for the financial year ended 31st December 1984 or for any subsequent period. Reference was made by counsel on the case of T. Murari v. State1. ( 8 ) COUNSEL for the Central Government has submitted that the petitioner not being an Officer of the Company cannot claim protection under section 633 of the Act. It is submitted that two Directors of the company resigned earlier. After that there was no Board. The petitioner on his own filed return in Form No. 32 under section 303. By such conduct the petitioner showed that there was a valid Board. It is submitted that two Directors of the company resigned earlier. After that there was no Board. The petitioner on his own filed return in Form No. 32 under section 303. By such conduct the petitioner showed that there was a valid Board. It was further submitted that the letter of resignation was required to be accepted by the Board of the Directors of the Company but there was no valid Board to accept such resignation. Hence the petitioner continued as a Director and was liable to file Annual Return and Balance Sheet and Profit and Loss Account of the Company. ( 9 ) IN the case of T. Murari v. State (supra) it has been observed that there is no provision in the Companies Act, 1956 regarding vacancy of the office of a director by resignation. If there is any provision in the articles of association of a company giving the right to a director to resign at any time, the resignation will take effect without any need for its acceptance by the board or the company in general meeting. In the absence of any such provision in the articles, a resignation once made will take effect immediately when the Intention to resign is made clear. Accordingly, in such cases the resignation tendered by a director or a managing director unequivocally in writing will take effect from the time when such resignation is tendered. ( 10 ) IN the above case it was held that the managing director had tendered a his resignation in writing on January 17, 1968 and as the resignation had taken effect on that date itself, he ceased to hold office from that date. Hence the order of conviction passed on him for non-filing of the balance-sheets and annual returns of the company which should have been filed before January 8, 1969 and February 7, 1969 respectively, was held to be not valid and it was hence set aside. ( 11 ) IT therefore, appears that for a valid resignation of director intimation of such intention is enough. Such resignation in order to be valid need not be accepted by the Company or its Board. In the instant case letter of resignation dated 1st September 1981 was addressed by the petitioner to the Company. Upon intimation of such intention the petitioner ceased to be a director of the Company. Such resignation in order to be valid need not be accepted by the Company or its Board. In the instant case letter of resignation dated 1st September 1981 was addressed by the petitioner to the Company. Upon intimation of such intention the petitioner ceased to be a director of the Company. ( 12 ) UNDER section 252 of the Companies Act, 1956 in the case of public limited company there should be at least three directors. In the instant case out of three directors of the Company two directors namely, M. P. Jam and Jagdish Prasad resigned on 30th August 1979 and 31st August 1979 respectively. It was contended that as per provisions of section 252 (1) of the Companies Act the petitioner being the only director was under an obligation to maintain the minimum number of directors in respect of public limited company which could not be less than three. Directors of the Company are appointed in the annual general meeting. If after the retirement of the directors of the company M. P. Jam and Jagdish Prasad the vacancy was not filled up in the Annual General Meeting or no Annual General Meeting was called then the Registrar of the Companies could have called such meetings under section 167 of the Act. If the petitioner failed to call Annual General Meeting action against him for such default could have been taken under the Act. When the petitioner resigned and such resignation was intimated to the Registrar of Companies by letter dated 11th January 1984 the Registrar of Companies could have called an annual general meeting for the purpose of appointing directors of the company. If any default was committed by the petitioner to call the annual general meeting steps could have been and can be taken by the Central Government against every officer (which include director under section 2 (30) of the Act ). However, I am not concerned in this case with that situation or expressing any view regarding the same. It is open to the Central Government to take such steps as are open to it under the law for any default on the part of the petitioner to call annual general meeting of the company for the purpose of appointment of a director. It is open to the Central Government to take such steps as are open to it under the law for any default on the part of the petitioner to call annual general meeting of the company for the purpose of appointment of a director. ( 13 ) AS the petitioner ceased to be a director upon intimation of this resignation to the Company as stated hereinbefore he could not be made liable to file Annual Return and the Balance-sheet and Profit and Loss Account with the Registrar of Companies for the financial year ended 31st December 1984 or for any period subsequent thereto. ( 14 ) IN the aforesaid view of the matter there will be an order in terms of prayers (a) and (b) of the petition. There will however be no order as to cost. Petition allowed.