161. Appointment of additional director, alternate director and nominee director
(1) The articles of a company may confer on its Board of Directors the power to
appoint any person, other than a person who fails to get appointed as a director in a general
meeting, as an additional director at any time who shall hold office up to the date of the next
annual general meeting or the last date on which the annual general meeting should have
been held, whichever is earlier.
(2) 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, 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.
(3) Subject to the articles of a company, the Board may appoint any person as a
director nominated by any institution in pursuance of the provisions of any law for the time
being in force or of any agreement or by the Central Government or the State Government by
virtue of its shareholding in a Government company.
(4) In the case of a public company, if the office of any director appointed by the
company in general meeting is vacated before his term of office expires in the normal course,
the resulting casual vacancy may, in default of and subject to any regulations in the articles
of the company, be filled by the Board of Directors at a meeting of the Board:
Provided that any person so appointed shall hold office only up to the date up to
which the director in whose place he is appointed would have held office if it had not been
vacated.