Gems India Ltd. held a Board meeting on 30th June, 2015 to transact the items as per the agenda. One of the items was to fill-up a casual vacancy caused by the death of Shyam who was director of the company for the last

As per Section 161(4) if the office of any director appointed by a public 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 Association of the company, be filled by the Board of directors at the meeting of the Board. 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. In the present problem, since Mr. Shyam was on the Board for the last eight years, it is presumed that he has been appointed at the General Meeting of the Company. The casual vacancy caused due to his death and filling of such casual vacancy by appointing Mr. DEV by the Board Meeting is valid and it has complied the provisions of the Act as mentioned above. Subsequently on the death of Mr. DEV on 20.10.2015 and proposal to appoint Mr. Deepak to fill the casual vacancy, caused due to the death of Mr. DEV is not possible since Mr. DEV was never appointed in the General Meeting.