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Appointment of director to fill casual vacancy

lokesh bezzam (Student CA Final ) (73 Points)

12 April 2013

dear friends

a director of a public ltd coy. has passed away 4 months back

board has convened a meeting and informed the same to all the directors.

but did not appoint any director to fill casual vacancy u/s 262 then 4 months back.

now the board of directors want to appoint director in his place.

is it possible now?

is there any time limit that has been specified by the act for filling up the casual vacancy or the board can even appoint a director at a board meeting now?

if it is specified do we have to wait till the general meeting for the appoinment of director?

can any one respond to my query asap?

regards

Lokesh Bezzam

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5 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 12 April 2013

Minimum number of director for a public company are 3 as per section 252. If currently you are having 3 directors then there is no hurry to fill the casual vacancy by appointing 4^th director.

On the other had if number of director are below the statutory limit of 3 then you should appoint 3^rd director as early as possible. You can file form 32 with back date with certain additional fees which means date of appointment of new director will be around 3-4 month back provided he is having DIN number.

No need to appoint new director as additional director u/s 260. Simply pass a shareholder resolution by holding EGM of shareholders and file form 32 accordingly with late fee.

Please revert if there is any doubt.

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lokesh bezzam (Student CA Final ) (73 Points)
Replied 12 April 2013

Dear sir

thank u for ur kind reply

so you mean to say that the time limit has not been specified in the act and the board of directors can even appoint the director to fill that casual vacancy now with the back date, if no. of directors are more than 3 after the death, and file form-32 with late fees?

thank u once again for your clarification

regards

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 12 April 2013

There is no compulsion in law to fill casual vacancy if after death of 1 director remaining directors are not less than minimum 3.

Yes, no time limit has not been specified in the act and the board of directors can even appoint the director to fill that casual vacancy now with the back date and in that case date of appointment will also be backdated.

Please mention the current number of directors remaining after death of 1 director.

RISHI M DAVE (CS) (25 Points)
Replied 06 June 2013

Query on section 262 of Companies Act, 1956

Mr. A is whole time director of the Company.

During his term of office, Mr. A expired on 12/07/2012.

Now Mr. B is appointed as director in casual vacancy in place of Mr. A.

please find term of office of Mr. B as per below mentioned detail;

Term of Mr. A as whlo time director ceases on 30th June, 2013

Term of Mr.A as Director ceases on upcoming AGM i.e. 30.09.2013

what would be the term of Mr. B ?

Would it be 30th June, 2013 or 30.09.2013 ?

Please help

Regards,

CA Sachin D Jain (FCA, CS, DISA (ICAI)) (1474 Points)
Replied 06 January 2016

What are the provisions under Companies Act, 2013, if in case, the number of director in a Pvt Ltd. Co. remain ONE after resignation of other Director.

Please reply.