INTRODUCTION
- We are here Discuss the legal validity, Procedure & Timelines for Appointment of Alternate Directors.
- SECTION 161 IS APPLICABLE ON PUBLIC COMPANY & PRIVATE COMPANY WHICH IS SUBSIDIARY OF PUBLIC COMPANY
SITUATIONS IN WHICH ALTERNATE DIRECTOR APPOINTED
- The original Director is absent from India for more than 3 months then Board of Directors may appoint Alternate Director in place of original Director
LEGAL PROVISIONS
- As per section 149 (1) of companies act 2013, every company to the required appointment of Directors (only Individuals) in Board of company.
- The company have a limit of Minimum & Maximum Directors as per the following List:-

- The Alternate Directors counted in the Limit of 20 Directors.
- The company Articles of Association (AOA) allows the company to appoint Alternate Directors.
- The Alternate Directors must have DIN (Director Identification Number).
- The procedure of appointing of Alternate Director as per section 161 (2) of companies act, 2013 and relevant rules.
- The appointment of Alternate director by Board of Directors (BODs) bypassing Board Resolution by Majority (MORE THAN 50% VOTED IN FAVOR).
- The Tenure of Alternate director is up to the original Director return back to India or The day tenure of original Director is expires.
- The reappointment in General Meeting provisions applicable on Original Director not on Alternate Director.
- The Person Already Appointed as Alternate Director in another company is not eligible to appoint as Alternate director in another company.
- The Alternate director may be appointed as Independent Director if he complies all conditions to become an Independent Director as per section 149(6) of companies act 2013.
PROCEDURE TO APPOINT ALTERNATE DIRECTOR IN THE COMPANY
- Drafting of Board Meeting Notice by Company Secretary or Legal Advisors.
- Send 7 Days advance notice of Board Meeting to all Directors Through Mail / Courier / Registered Post.
- The Board meeting to held any place, time & Days (Even public Holidays).
- The Alternate Director is appointed through Physical Board Meeting as well as Board Resolution by Circulation
- Calling of Board Meeting.
- Resolution present in the front of Board of Directors with full details of candidate to be appointed as Alternate Director.
- Appointment of Alternate Director made by the Board of Directors by passing Board Resolution.
- Issue Appointment letter (mention all Terms & Conditions) by Company.
- Preparation of Minutes / Certified True Copy (CTC) of Board resolution / other relevant Documents.
- Filing of Form DIR – 12 with Registrar of Companies (ROCs) through MCA portal within 30 days of appointment.
DOCUMENTS REQUIRED TO APPOINT ALTERNATE DIRECTOR
- The person must have DIN (Director Identification Number).
- The person cannot appoint as Directors in more than 20 Companies.
- The person is not disqualified under section 164 of companies act, 2013 to appoint as Alternate Director.
- DIR – 2 (Consent to Act as Director of Company).
- DIR – 8 (The person is not disqualified under section 164 (2) of companies act, 2013
- MBP – 1 (Disclosure of Interest by Director at the time of appointment as well as every financial year.
- MGP 14 (The Director is one level Below KMP (Key Managerial person)
Simply wanna state that this is extremely helpful, Thanks for taking your time to write this. Karlyn Eli Keg
I visit daily some blogs and sites to rread articles, excedpt this website offers quality based posts. Birgitta Beau Virgel
Some truly prime content on this internet site , saved to favorites . Jobie Enrique Mirelle
I believe this presents really good reading material. You make the material interesting and entertaining. Devonna Eugene Ceil
Simply wanna tell that this is very helpful , Thanks for taking your time to write this. Lulita Simone Elodia
The roulette table has numbers written all around it and is also painted with black and red. Tallulah Waylen Brittaney
I do not even understand how I ended up here, but I thought this post was great. Meara Lauren Margarida
Im grateful for the blog. Really thank you! Keep writing. Laetitia Osborne Buyer
Most likely you will need to ask this question at some specialized forum. Orel Ignazio MacGuiness
Post writing is also a fun, if you be acquainted with afterward you can write if not it is complicated to write. Dot Quintin Pich
I constantly emailed this blog post page to all my friends, because if like to read it after that my links will too. Sosanna Myles Modla
Excellent post! We are linking to this particularly great article on our website. Keep up the great writing. Georgeanne Devlen Kikelia
Appreciation to my father who told me concerning this weblog, this blog is genuinely remarkable. Cristal Gabby Friede
Good article. I am facing some of these issues as well.. Hatti Fairleigh Roux
Pretty! This has been an incredibly wonderful post. Many thanks for supplying this information. Maible Andie Gruber
Hi mates, its great article regarding educationand completely defined, keep it up all the time. Caresse Mattheus Tolliver
Hi, yup this paragraph is genuinely pleasant and I have learned lot of things from it on the topic of blogging. thanks. Mia Pietrek Domel
Very good post! We will be linking to this particularly great article on our site. Keep up the great writing. Aundrea Sonnie Eric
Excellent article. I will be going through many of these issues as well.. Gray Humfrid Natividad
You completed certain fine points there. I did a search on the theme and found mainly folks will consent with your blog. Jennette Nikolaos Dore
Wow, great blog article. Really looking forward to read more. Awesome. Cori Oberon Diskson
I do consider all the ideas you have offered for your post. Kirby Abelard Laure
Thanks a lot for the blog. Really thank you! Want more. Lindie Branden Zaller