A past directorship alone does not answer personal liability for a company offence under RERA. Section 69 requires examination of the person's role and the time of the offence, and separately addresses consent, connivance or neglect by specified officers. Obtain the actual allegation and build a dated role-and-responsibility record before responding.
Which date matters?
Section 69(1) refers to the time when the offence was committed. Identify the alleged statutory offence and its relevant acts or period. The date a notice was issued may differ from the date of the conduct complained of.
A resignation before the notice is therefore not automatically decisive. Nor should appointment after the relevant conduct automatically be treated as proof of responsibility for it. The adviser must compare the alleged offence with the actual period and nature of your role.
What does the first part of section 69 require?
It addresses the company and persons who, at the relevant time, were in charge of or responsible to it for conducting its business, in the terms of the subsection. The proviso allows the stated defence where the person proves absence of knowledge or exercise of all due diligence to prevent the offence.
Do not assume the defence is established simply by saying you were non-executive. Preserve the appointment terms, allocation of responsibility, board records and communications showing what you knew and did. The legal relevance of your position must be assessed against the particular allegation.
Can liability arise through consent or neglect?
Section 69(2) separately deals with an offence proved to have been committed with the consent or connivance of, or attributable to neglect by, a director, manager, secretary or other officer. Examine whether that is the case alleged against you.
A response focused only on resignation paperwork may miss an allegation that you authorised the relevant conduct earlier. Conversely, an allegation should not be accepted as proved merely because your name appeared on a corporate list. Ask for the specific acts, documents and period relied on.
Which resignation records should I preserve?
Keep the resignation letter, proof of delivery, acceptance or acknowledgment where available, relevant Registrar records and handover communications. Also preserve records showing the responsibilities you actually held before leaving. Do not alter minutes or create a retrospective handover note suggesting a document existed earlier.
If your name remained on the portal after a genuine departure, explain the discrepancy with supporting records. If you continued advising, signing or controlling relevant transactions after resignation, disclose that to your adviser. Formal designation and actual conduct both need examination.
Does this answer every claim against me?
No. Section 69 concerns offences by companies under RERA. A civil monetary claim, contractual guarantee, personal representation or allegation under another statute may require a different analysis. Read the relief sought and the provision invoked before assuming one defence disposes of everything.
The statutory explanation also gives company a wider meaning that includes a firm or other association of individuals and treats a partner as director in relation to a firm. Do not assume the provision is irrelevant solely because the promoter operated as a firm rather than a limited company.
What should my first response contain?
Identify the alleged offence, relevant period, your position during it and the documents supporting your account. Ask the adviser to separate objections about your inclusion from the merits and any statutory defence. Comply with the actual notice and obtain advice on the proper forum and deadline.
The useful question is not whether you once held a title. It is why this particular offence is attributed to you, on which statutory limb and with what evidence about your responsibility, knowledge or conduct. A precise chronology gives that question an answer that a resignation date alone cannot provide.
This article is for general informational purposes only and does not constitute legal advice. Consult a qualified advocate for advice on your specific situation.