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It is not weird; it is not about ghosts but happenings inside Boardrooms of some Indian Companies. I was recently consulted on this issue, “In a company there were two directors, the husband and wife, the husband who is a director is dead two years back. The company is functioning with one director, the wife and the dead husband”. I was shocked, as the Company could not have survived for last two years with a single director and in all the records; the husband who is a director of the company is still alive. This situation has forced me to think who is this Director?

The director is dead but in the eyes of everyone he is alive and everyone knows that the person is dead other than the dead person. Is there a new concept emerging called the Zombie Director, a director who is dead but is a “living dead” or a “walking dead”.  

Meaning of a Zombie

This subject is writer’s fantasy as anything can be created out of nothing. Zombie means a corpse said to berevived by witchcraft, especially in certain African and Caribbean places. I am given to understand that Zombies are not ghosts. Think of a zombie as a brain dead monster that runs around biting everyone. The disease makes them able to walk, but they don't think or have conscience.  (Sourced from the weird world of web - www).

"Zombie-like state"

A normal person can become a zombie in many ways.  The dictionary meaning from Cambridge is a person who has no energy, seems to act without thinking, and does not notice what is happening. Well if we stick to defining a zombie as a brain dead being that walks around with almost no purpose then yes, zombies exist. "Zombies" as slaves, serve their time until released(there a recent game that requires us to do all these activities that Zombies do and I suppose we are enjoying it).

Attributes of a Zombie:

1.  Zombies don't think for themselves; this is what makes them so scary.

2.  You now have a weird, crazy, possibly undead person - not a zombie.

3. You can only kill a zombie by somehow damaging its brain.

4.  They are the walking dead bent on devouring the living.

Directors who become Zombies – the walking dead:

1. Persons who die as directors; but have no Director Identification Number (DIN). - Their name cannot be removed from the Company, even though they are physically not available.

2.  Persons who are directors but are dead. - Their names are available but they are not physically there.

3.  The entire board who are also shareholders die in a plane crash. - There cannot be any replacement during this time and their names will be available but are not physically available.

Zombies who become Directors – the living dead:

1. Persons who are alive, but are appointed as directors in Companies without their knowledge.  - Their names are available in the company but they are not physically available.

2. Directors who have disappeared and are not traceable. - Till a replacement is found they will remain directors, but are not physically available.

3. Persons who are dead but are appointed as directors. - Knowing that the person is not alive to appoint the person as a director.

Who is a Zombie Director?

The most interesting was the meaning in the Cambridge dictionary which says a Zombie is a person who has no energy, seems to act without thinking and does not notice what is happening. This is the most dangerous situation to be in for any director in the company, who is acting as a director but acts without thinking and does not notice what is happening.

There are so many more of these classifications of Zombie directors that I can write, but I want the readers to “not experience a Zombie” but share their experience of coming across instances of Zombie Directors. This article is for light reading, no harm intended by author.


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Category Corporate Law, Other Articles by - Sundharesan Jayamoorthi 



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