Alternate Director Appointment Board & Shareholder Resolution

Sub-section (2) of section 161 of the Companies Act, 2013 (India) prescribes 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 or holding directorship in the same 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.

Board Resolution for Appointment of Alternate Director - Template

❝RESOLVED THAT pursuant to the provisions of Section 161(2) and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013 read with Article .... of the Articles of Association of the company, (Name of the Alternate Director), (DIN: .....................) who has given his consent, be and is hereby appointed as an Alternate Director of the company, who shall hold office during the absence of (Name of the Director), (Designation), (DIN: .......................) for a period of not less than 3 months from India and shall vacate office if and when (Name of the Director), (Designation), in whose place he has been appointed, returns to India.

RESOLVED FURTHER THAT (Name), Managing Director and (Name), Company Secretary, be and are hereby severally authorized to digitally sign and submit the e-form DIR 12 with ROC,.......... for intimation of the appointment of (Name) as Alternate Director.

RESOLVED FURTHER THAT (Name), Managing Director and (Name), Company Secretary, be and are hereby severally and wherever required jointly authorized to do all such acts, deeds and things as may be necessary in relation to completion of all formalities for appointment of (Name) as an Alternate Director and for the purpose of giving effect to this resolution.❞

General Meeting Ordinary Resolution for Appointment of Alternate Director - Template

❝RESOLVED THAT pursuant to the provisions of Section 161(2) and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013, the Board of Directors of the company be and is hereby authorised to appoint (Name of the Alternate Director), (DIN: ...................) as an Alternate Director of the company, who shall hold office during the absence of (Name of the Director), (Designation), (DIN: ..................) for a period of not less than 3 months from India and shall vacate office if and when (Name of the Director), (Designation), in whose place he has been appointed, returns to India.❞



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NOTE: The resolution sample(s) here is 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.