power of BOD to fill up vacancy caused by resignation of dir

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Does the Borad of Directors have the power to fill up vacancy caused by resignation of Director (i.e. other than casual vacancy)?

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Yes, Sec 262 empowers the BOD to fill casual vacancy (created on account of death, insanity, insolvency or resignation of a Director) in the case of a Public company or a private company being subsidiary of a Public company. Resignation is not a case outside the purview of casual vacancy. So casual vacancy created on account of resignation of a Director is covered under the powers expressed in Sec 262 as mentioned above.


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