Draft Board Resolution for appointment of Alternate Director


Section 161(2) of the Companies Act, 2013 deals with the Appointment of Alternate Director. As per the provisions of section 161 (2) states that :

The Board of Directors of a company may, if so authorised by its articles or by a resolution passed by the company in general meeting, appoint a person, not being a person holding any alternate directorship for any other director in the company, to act as an alternate director for a director during his absence for a period of not less than three months from India:

Provided that no person shall be appointed as an alternate director for an independent director unless he is qualified to be appointed as an independent director under the provisions of this Act:

Provided further that an alternate director shall not hold office for a period longer than that permissible to the director in whose place he has been appointed and shall vacate the office if and when the director in whose place he has been appointed returns to India:

Provided also that if the term of office of the original director is determined before he so returns to India, any provision for the automatic re-appointment of retiring directors in default of another appointment shall apply to the original, and not to the alternate director.

Draft Board Resolution for appointment of Alternate Director

RESOLVED THAT pursuant to Section 161(2) and all other applicable provisions of the Companies Act, 2013, (including any statutory modification(s), enactment(s) or re-enactment(s) thereof for the time being in force) and in terms of the provisions of the Article No. __ of the Article of Association of the Company, Shri __________ be and is hereby appointed as an Alternate Director to Shri __________, (name and designation of original director) during his absence from India. 

FURTHER  RESOLVED THAT Shri __________ (name of alternate director) shall vacate his office as and when Shri ______, (name of original director) returns to India."

FURTHER  RESOLVED THAT  ___________ be  and  is  hereby  authorized  to  take  all  necessary  action  to  implement  the  above  board  resolution.

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