Retirenent of a director, appointed in the casual vacancy

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Kannan

Company Secretary

48 Points Posted on 04 April 2012

A, B and C were directors of a public limited company over a period of one year, as follows.

A was a director for about a year.

He was removed in the AGM held in last September, 2011 and in the same meeting B was appointed. (Due notice u/s 284 & also 257 received). B will hold office upto AGM in 2013 (since A will hold office till AGM in 2013.)

Now, B resigns, say in March and in his place C is appointed. The question is whether the vacancy caused by retirement of B is a casual vacancy and whether C is appointed in the casual vacancy and whether he can hold office till AGM in 2013.

Replies (2)

gaurav bagmar

student

36 Points Posted on 05 April 2012

A, B and C were directors of a public limited company over a period of one year, as follows.

A was a director for about a year.

prakash

Company Secretary

814 Points Posted on 05 April 2012

According to section 262.

1. In the case of a public company or a private company which is a subsidiary of a public company, if the office of any director appointed by the company in general meeting is vacated before his term of office will expire 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.

2. 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 as aforesaid.

Pursuant to above said provision and if AOA of your company provides, casual vacancy is filled by Board of directors not by members in general meeting.

if B might have been appointed by board of directors, B's resignation and C's appointment will not fall under filling of casual vacancy, filling of casual vacancy provisions applicable to immediate first persons appointment not to any further appointment.