sec 312 - pls help

No

Appointment of a director by way of will does not amount to assignment of office read with section 312.

Where a director dies, the office held by him becomes vacant and therefore such office cannot be assigned to anybody. Therefore appointment of a new person in such office does not amount to an assignment within the meaning of section 312.

Oriental Metal Pressing private Limited Vs. B.K. Thakoor (1961)

Best Regards

The office of Director cannot be filled by way of will or any assignment of office u/s 312.

Further, casual vacancy is to be filled by Board Directors and this would not be cover under  section 312.