Board Resolution for Appointment of Director in Casual Vacancy

According to sub-section (4) of section 161 of the Companies Act, 2013:

• if the office of any director who was appointed in a general meeting of members;

• is vacated before his term of office expires in the normal course;

• such casual vacancy may be filled by the board of directors at its meeting;

• this is subject to any regulations in the articles of association of the company;

• it is required to be approved by members in the immediate next general meeting;

Any person, who is so appointed as a director to fill the vacancy, 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.

Following is a template of resolution which can be passed at the meeting of the board of directors of a company to fill the casual vacancy in the office of a deceased director.

FORMAT

#. To Appoint a Director to Fill a Casual Vacancy in the Office of Late Mr. .............., Director

“RESOLVED THAT pursuant to the provisions of Section 161(4) of the Companies Act 2013 read with Article .... of the Articles of Association of the company and any other applicable provisions, Ms. ....................... be and is hereby appointed as a Director, subject to the approval of the members in the immediate next general meeting, to fill the casual vacancy caused by the death of Late Mr. ...................., whose office shall be liable to vacation upto the date upto which Late Mr. .................... would have held office if his office of directorship had not been vacated due to his sad untimely demise.

FURTHER RESOLVED THAT (Name of the Director/Officer), (Designation) and (Name of the Director/Officer), (Designation) be and is hereby authorized severally to file relevant form(s) with the Registrar of Companies, ............. and to do all such acts, deeds or things as maybe necessary to give effect to the foregoing resolution.”