Power of appointment of alternate director under Companies Act, 2013

[Devansh Garg]

Dear Members,

Please let me know the solution to the below mentioned the query in respect of power of appointment of an alternate director under Companies Act, 2013:

We need to know who has the right to appoint an alternate director? Does the right vest only in the director in place of whom the alternate director is being appointed or can any other party decide this?

Please suggest does any relevant section or provision specifies the same as mentioned above.

Please treat the same on urgent basis.

Regards

Devansh

Company Secretary

9990489861

[Cs Mangesh More]

Dear Mr. Garg,

Section 161 of the Act talks about Alternate Director.

Subsection 2 of section 161 of the Act “The Board of Director of a Company may, if so authorized by its articles or by resolution passed 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 under unless he is qualified to be appointed as an independent director under the provisions of this Act;

Provide further that an alternate 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 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 provisions for the automatic re-appointment of retiring directors in default of another appointment shall apply to the original and not to the alternate director.

Conclusion :- Please check with Companies Article of Association and read it with Section 161 of CA. As section start with " The Articles of the Company............." If we apply simple rule of interpretation , Article will prevail over the section 161. 

Therefore I would recommend you , to please refer your article and then arrive at any decision. 

Other views are solicited.

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Thanks & Regards

Cs Mangesh More

9890916987

[Devansh Garg]

Thanks a ton.

My last query is whether any consent or declaration is required from the original director in whose place alternate director will e appointed.

as per my views, no section states about the consent or declaration from the original director.

Please suggest urgently.

[Cs Mangesh More]

Agree with view. 

[Devansh Garg]

i want to know is there any section states related to any declaration or the consent.