Section 312 does not invalidate testamentary appointment of a successor managing director where the office is vacant under the articles.

Section 312 of the Companies Act, 1956 voids an assignment of a director's existing office, but it does not naturally extend to the appointment of a successor to a vacant office. The wording of "his" indicates an office already held, whereas appointment presupposes vacancy. Treating "assignment" as including "appointment" would also conflict with section 255, which permits appointment of directors otherwise than at a general meeting where the articles so provide. The articles' power to appoint a successor after death was therefore not struck down by section 312, and the testamentary appointment of the successor managing director was valid.

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Issues: Whether section 312 of the Companies Act, 1956 rendered void the appointment by will of a managing director's successor, and whether such appointment could be treated as an assignment of office.

Analysis: Section 312 voids an assignment of a director's existing office, but its language does not naturally extend to the appointment of a successor to a vacant office. The use of the word "his" points to an office already held, while appointment presupposes a vacancy. Reading "assignment" as including "appointment" would also create tension with section 255, which expressly permits appointment of directors otherwise than at a general meeting where the articles so provide. The Act does not show a policy against lawful succession under the articles, and the proviso to section 86B of the Companies Act, 1913 does not justify enlarging the language of section 312. The relevant power under the articles to appoint a successor after death was therefore not hit by section 312.

Conclusion: The appointment of the successor managing director by will was valid and was not void under section 312 of the Companies Act, 1956.

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