Appointment of Alternate Director - Resolutions

There are mainly three situations which relates to the appointment of Alternate Director as prescribed under Section 161 of the Companies Act, 2013.

(1) In case the Articles of Association of a Company have provision regarding Appointment of 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 X be and is hereby appointed as an Alternate Director to Shri XX, Executive Director during his absence from India and who shall vacate his office as and when Shri XX, Executive Director returns to India."

(2) In case the Articles of Association of a Company does not have any provision for Appointment of Alternate Director(s)

Draft General Meeting Resolution – Authorising Board of Directors 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), the Board of directors of the Company be and is hereby authorised to appoint an Alternate Director to act for a Director (hereinafter called 'the Original Director') during his absence for a period of not less than 3(three) months from India and an alternate director shall vacate his office as and when original director returns to India."

Explanatory Statement:

The Director(s) of the Company have been frequently travelling out of country to deal with different Business cases. In the absence of whose it has become necessary that another temporary Director be there in the Company to handle the Business. Section 161(2) of the Companies Act, 2013 provides 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 an alternate director to act for a director during his absence from India. Since the Articles of Association of the Company do not provide for the appointment of alternate director, the proposed resolution seeks the necessary authority of the general meeting to enable the Board of directors to appoint alternate director as and when necessity arises.

And once the above resolution is passed in the General meeting of the Members of a Company, thereafter the Board of Directors can appoint an Alternate Directors in their meeting.

(3) In case of addition of New Article in the Alteration of Association of the Company for Appointment of Alternate Director

Draft Special Resolution for Alteration of the Articles of Association of the Company for Appointment of Alternate Director :

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 14 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), the Articles of Association of the Company be and is hereby amended by adding a new article __, Appointment of Alternate Director, as follows:

‘The Board may appoint any person to act as an Alternate Director for a Director(hereinafter called as ‘the Original Director’ in this Article __), subject to the provisions of section 161(2) of the Companies Act, 2013, during the absence of that Original Director for a period of not less than three months form India.

An Alternate Director shall be entitled to notice of meetings of the Board and to attend and vote there at accordingly, but he shall ipso facto vacate office if and/when the absent director returns to India.

An Alternate Director if appointed by more than one original director, will be entitled to vote for all original directors but sitting fees shall be paid in respect one director only.'

RESOLVED FURTHER THAT Shri A, Director and Shri B, Company Secretary be and are hereby severally authorised to perform all acts, deeds and things, execute documents, and make all filings, as may be necessary to give effect to the above resolution and to take all such steps for giving any such direction as may be necessary or desirable.”