There is a public company with 3 directors. Director A resigned and a new director say, B was appointed by the Board to fill the casual vacancy. Now, will the new Director, B, be appointed as "Additional director" or "Director"? Is there any further procedure to be followed in the General Meeting?
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Appointment of director to fill casual vacancy in public co.
Replies (5)
please reffer section 161(4) of the Companies Act 2013
It is not mandatory that the Board of Directors must have to appoint a Director in casual vacancy; however it depends on the board whether or not to appoint such director.Usually, directors appointed by the consent of shareholders of the company. Hence it’s better to appoint him as additional director subjected to consent from shareholders on the forthcoming egm/agm.
thank you for your replies. I referred Sec 161(4). it is not clear whether the appointment has to be mandatorily made as "Additional Director" or not. We will prefer the appointment to be made as "Director" unless law provides otherwise. Plz clarify.
No need to appoint as additonal director, you can appoint him as Director to fill the casual vacancy. and he will hold the office for the balance tenure of the vacating director.
only Board resolution should be passed in board meeting as per sec161(4). and he shall hold office till the expiry of tenure of vacating director.There is no need for holding general meeting.
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