Casual vacancy of a new director in case of Deceased Director

[Meghha Trivedi]

Helloo,

Casual vacancy has been created in a company since June, 2022 due to the death of a director as only one director left...so till what time is it allowed to appoint a new director in place of a deceased director?

Thanks & Regards,

Meghha Trivedi

FCS | LLB | B. Com

9969755759

[Ramakrishnan J]

Section 161(4) - if the office of any director appointed by the company in general meeting is vacated before his term of office expires 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 which shall be subsequently approved by members in the immediate next general meeting

Provided that 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.

Section 174(2) -   The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company and for no other purpose.

***

Based upon the above, we can say if quorum is not possible, then the remaining directors shall take up measures to fill the vacancy & only after which any business can be taken up. Further such vacancy shall be filled by the Board at a meeting only.

The meeting to place such proposal shall be the immediate next meeting after June 2022.

[Meghha Trivedi]

Thank you so much for the detailed answer.

Thanks & Regards,

Meghha Trivedi

FCS | LLB | B. Com

9969755759

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[CS Hariom Patidar]

But deceased Director appointed in Board as addtional Director and he died then Board meeting is enough not required general meeting.