Board Resolution Fill Casual Vacancy of Director Section 161(4)

In accordance with sub-section (4) of section 161 of the Companies Act, 2013, 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.

Templates of board resolutions for filling up casual vacancy in the office of director are as follows for your reference—

SAMPLE #1

#. To appoint a Director to fill Casual Vacancy due to death of (Name of the old Director), (Designation)

“RESOLVED that pursuant to the provisions of Section 161(4) of the Companies Act, 2013, and rules made thereunder, and in accordance with Article .... of the Articles of Association of the company, (Name of the new Director) be and is hereby appointed as the director of the company to fill the casual vacancy caused by the death of (Name of the old Director), (Designation).

RESOLVED FURTHER THAT the Board places on record its sincere appreciation for his/her invaluable contribution to the company and guidance provided by him/her to the Board and Senior Management.

RESOLVED FURTHER THAT the office of (Name of the new Director) shall be liable to termination on the date up to which (Name of the old Director) would have held office, i.e. ..(Date)..

RESOLVED FURTHER THAT (Name of the Company Secretary), Company Secretary be and is hereby authorised to file the necessary e-form(s) with the Registrar of Companies, (Place) and to do all such acts and deeds as may be necessary in this connection.”

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SAMPLE #2

#. To appoint a Director to fill Casual Vacancy due to resignation of (Name of the old Director), (Designation)

“RESOLVED THAT pursuant to Section 161(4) of the Companies Act, 2013 and rules made thereunder, and Article ... of the Articles of Association of the company, (Name of the new Director) be and is hereby appointed as a director to fill the casual vacancy caused by way of resignation of (Name of the old Director), (Designation), whose office shall be liable to termination on the date up to which (Name of the old Director) would have held office, i.e. ..(Date)..

FURTHER RESOLVED THAT the Board places on record its appreciation and gratitude for the invaluable services rendered by (Name of the old Director) during his/her tenure as a Director of the company.

FURTHER RESOLVED THAT (Name of the Company Secretary), Company Secretary and (Name of the Director), Director be and is hereby authorized severally to file relevant return(s) with the Registrar of Companies, ............. and to do all such acts, deeds or things which are necessary to give effect to the foregoing resolution.”

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NOTE: The resolution samples here are only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.