Appointment of an alternate director
Provisions related to appointment of Alternate Director are governed by Section 313 of the Companies Act, 1956.
The Board may appoint an alternate director only if this is authorised by the Articles. The alternate director will act as a director for a director (original director) during his absence for at least three months from the state in which Board meetings are ordinarily held. This appointment may be made at a meeting of the Board or by a circular resolution. The Articles of a private company may provide for the appointment of an alternate director.
The original director and the alternate director can remain on the Board so long as the above position continues and there is no need of approval by the company in general meeting. But whenever the "original" director returns to the state in question, the alternate director automatically vacates his office and he may be appointed again when the original director leaves that state. The return of the original director to the state will be enough for the cessation of office of the alternate director whether or not the original director attends a Board meeting. E-Form 32 shall be filed electronically with the Registrar in respect of vacation of office and appointment on every occasion.
Although either the original director or the alternate director can act at a given time, it appears that an alternate director can be appointed only where the maximum strength of the Board permits such addition to the Board.
Resolution for Appointment of Alternate Director:
“RESOLVED THAT pursuant to the provisions of section 313 of the Companies Act, 1956 and in terms of the provisions of the Article No. ______ of the Article of Association of the Company, Mr. Manoj Bansal be and is hereby appointed as an alternate director to Mr. Prakash Somani during his absence from the state of Uttar Pradesh and who shall vacate his office as and when Mr. Prakash Somani returns to the said state.”