Procedure to Fill Casual Vacancy in the office of Director

     

As per the provisions of Section 161 (4) of the Companies Act, 2013 in the case of a public company, if the office of any director appointed by the company in general meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may, in default of and subject to any regulations in the articles of the company, be filled by the Board of Directors at a meeting of the Board:

Provided that any person so appointed shall hold office only up to the date up to which the director in whose place he is appointed would have held office if it had not been vacated.

Procedure to Fill Casual Vacancy in the office of Director

1. Make application for allotment of DIN in Form DIR-3.Ensure that the persons to be appointed must have [Director Identification Number] (Section 152(4)) before being appointed as director.

2. Obtain a written consent [Section 152(5)] IN Form DIR-2 from the person who is to be appointed as Director.

3. In case of Public Company, if the office of any director appointed in the general meeting is vacated before his term of office expires in normal course, the resulting casual vacancy shall be filled by the board of directors.

4. Convene Board Meeting after giving notice to all the directors to discuss besides others the following matters. To appoint director to fill a casual vacancy. [section 161(4)]

5. Inform the Stock Exchange with which shares of the company are listed about the date of this meeting prior to the board meeting. [Clause 19 of the Standard Listing Agreement]

6. Pass the necessary Resolution for the appointment of Director to hold the office up to the period upto which the director in whose place he is appointed would have held office if it had not been vacated.

7. File form DIR-12 with the concerned ROC within 30 days from the date of Appointment.

8. Make necessary entries in the Register of Directors and in the Register of Director’s Shareholding.[Section 170, Rule 17,18 of The Companies(Appointment and Qualification of Directors)]

9. Notify the Stock Exchange with which shares of the Company are listed about the change in the company directors

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