Pre-requisites & Important Points 

• Filing up of casual vacancy is as per regulations contained in the AOA of the Company
• Retirement by rotation cannot be considered as casual vacancy. 
• Casual vacancy can be filled only in respect of Directors appointed in a GM if his office is vacated before the expiry of his term in normal course.

• Circular resolution cannot be passed to fill the casual vacancy. A resolution to be passed by the Board of Directors in a board meeting. 

• To fill the casual vacancy of director, approval of members of the company in the immediate next general meeting is required. 

• The tenure of the person appointed to fill the casual vacancy will be for the remaining period of the director in whose place he is appointed would have served if the position had not been vacated. 

• The appointment of a director must be done subject to the limit provided under Section 149 (1) of the Companies Act, 2013. 

• The appointed director must fulfil the eligibility criteria and must not be disqualified as per section 164 of the Companies Act, 2013. The same has to be disclosed under form DIR-8 (Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014) 

• The appointed director must hold an active Director Identification Number (DIN). 
• Where the casual vacancy is in the office of Independent Director, the proposed appointee shall fulfil the conditions mentioned in Section 149(6) of the Companies Act 2013 read with Rule 5 of Companies (Appointment and Qualification of Directors) Rules, 2014 

• The listed entity shall ensure that approval of shareholders for appointment or reappointment of a person on the board of directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier (Reg 17 (1C) of SEBI (LODR), 2015). 

Provided that if such appointment or re-appointment of a person to the board of directors or as a manager is subject to approval of regulatory, government or statutory authorities, then the time taken to receive such approvals shall be excluded for the purposes of this clause 

Provided further that a public sector company shall ensure that the approval of the shareholders for appointment or re-appointment of a person on the board of directors or as a Manager is taken at the next general meeting. 

Provided further that the requirements specified in this clause shall not be applicable to appointment or re-appointment of a person nominated by a financial sector regulator, Court or Tribunal to the board of the listed entity. 

• A written consent to be obtained from the proposed director under form DIR-2 and to be submitted to the Registrar of the company within 30 days of his appointment. (Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014)* 

• A disclosure of interest form to be obtained from the person being appointed to fill the casual vacancy of director in form MBP-1. (Section 184 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Qualification of Directors) Rules, 2014 
• With effect from April 1, 2024, the continuation of a director serving on the board of directors of a listed entity shall be subject to the approval by the shareholders in a general meeting at least once in every five years from the date of their appointment or reappointment, as the case may be. Also the continuation of the director serving on the board of directors of a listed entity as on March 31, 2024, without the approval of the shareholders for the last five years or more shall be subject to the approval of shareholders in the first general meeting to be held after March 31, 2024. This requirement is no applicable to WTD, MD, Manager, Independent Director, Retiring Director U/s 152(6) of Companies Act 2013 if the approval of the shareholders for the reappointment or continuation of the aforesaid directors or Manager is otherwise provided for by the provisions of these regulations or the Companies Act, 2013 and has been complied with. This requirement shall not be applicable to Director appointed by Court Order/Tribunal/Nominee Director of Govt of listed entity other than public sector company or nominee director of a financial regulator of listed entity or Director appointed by financial institution regulated by RBI or nominated by a Debenture Trustee registered with SEBI under subscription agreement for debentures issued by listed entity. (Regulation 17(1D) of SEBI(LODR) Regulations 2015) 
• Any vacancy in the office of a director shall be filled by the listed entity at the earliest and in any case not later than three months from the date of such vacancy subject to such provisos as provided therein (Regulation 17(1E) of SEBI(LODR) Regulations 2015) 
• The recommendation of the Nomination & Remuneration Committee (NRC) as per Section 178 of the Companies Act, 2013 is required for the appointment of director to fill the casual vacancy caused as per the provisions of the Act which shall be considered by the Board in case of *Listed companies and Public Companies having a paid-up share capital of Rs. 10 cr or more or turnover of Rs. 100 cr or more or aggregate o/s loans/debentures/deposits exceeding Rs. 50 cr, a meeting of Nomination and Remuneration Committee shall be held for identifying the persons who are qualified to become Directors as per the criteria laid down and recommend to the Board their appointment [Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014]