{"id":26762,"date":"2019-11-20T17:45:24","date_gmt":"2019-11-20T12:15:24","guid":{"rendered":"https:\/\/enterslice.com\/learning\/?p=26762"},"modified":"2020-11-11T17:04:21","modified_gmt":"2020-11-11T11:34:21","slug":"appointment-of-alternate-director","status":"publish","type":"post","link":"https:\/\/enterslice.com\/learning\/appointment-of-alternate-director\/","title":{"rendered":"Appointment of Alternate Director"},"content":{"rendered":"<p class=\"has-drop-cap\">Alternate\nDirector is the Director appointed by the Board of Director i.e. The Board of\nDirector of a Company if so authorized by the Articles of Association or by\npassing a resolution in the General Meeting appoints a person-<\/p>\n\n\n\n<ul><li>Who is not\nholding any alternate directorship for any other director in the company or,<\/li><li>Holding any\ndirectorship in the same company <\/li><\/ul>\n\n\n\n<p>to act as an\nalternate director for a director during his absence for a period not less than\n3 months from India.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\"><strong>Key points for\nAppointing the Alternate Director<\/strong><\/h2>\n\n\n\n<p><strong>Applicability for\nthe Appointment of the Alternate Director-Applicable to All Companies<\/strong><\/p>\n\n\n\n<ol><li>Power to appoint the Alternate Director vests with the Board of Directors. However, the original director on whose behalf the alternate director is being appointed has no right to appoint the Alternate Director.<\/li><li>The position of the Alternate Director is not of a representative, proxy or agent of Original Director.<\/li><li>1 Alternate Director can be appointed for 1 director.<\/li><li>The duties of the alternate director are as same as of any other director. i.e. the Alternate director is a director in his own rights.<\/li><li>No person shall be appointed as an alternate director for an Independent director unless he is qualified to be appointed as an Independent Director.<\/li><li>An Alternate Director shall not hold the office for a period longer than the time period permissible to the director in whose place, the alternate director has been appointed.<\/li><li>The Alternate Director shall vacate the office if and when the director in whose place he has been appointed returns back to India.<\/li><li>If the tenure of the original director on whose behalf the alternate director is appointed is determined before he returns to India, in the case of in default of another appointment the provision for the automatic re-appointment of a retiring director shall apply to the original director and not to the Alternate Director.<\/li><\/ol>\n\n\n\n<h2 class=\"wp-block-heading\">Sections and its Applicability<\/h2>\n\n\n\n<ul><li><strong>Section 149(1) &ndash;<\/strong> Alternate\nDirector and Original Director shall be counted as one for a minimum statutory\nlimit of Public Company and Private Company.<\/li><li>A <strong>Women\nDirector<\/strong> can be appointed as an Alternate Director.<\/li><li><strong>Section\n149(4)-(12<\/strong>) &ndash; Alternate Director shall be appointed as Independent Director as\nper the Definition of Independent Director<strong>as per Section 149(6).<\/strong><\/li><li>Alternate\nDirector shall hold DIN, give declaration and liable to file <strong>DIR-2<\/strong> with\nthe ROC as <strong>per Section 152(3), (4) &amp; (5).<\/strong><\/li><li>Except in the case\nwhere the Original Director is an Independent Director, The Alternate Director\nand Original director shall be counted as one in case of a &nbsp;total number of directors for counting\nRotational and Non-Rotational Directors <strong>as per section 152(6) &amp;(7).<\/strong><\/li><\/ul>\n\n\n\n<h2 class=\"wp-block-heading\">Procedure to appoint the Alternate Director<\/h2>\n\n\n\n<p>The following procedure is required to be\nfollowed for appointing the alternate director-<\/p>\n\n\n\n<p>1 &ndash; To check whether the Article of Association permits the Company to appoint the Alternate director. Additionally, check whether the article authorizes the Board of Directors to appoint the Alternate Director.<\/p>\n\n\n\n<div class=\"shadow1\"><strong>NOTE -In case the article does not authorize to appoint the alternate director either-<\/strong><\/div>\n\n\n\n<ul><li>Alter the article of association accordingly or,<\/li><li>Pass a resolution in the Company&rsquo;s general meeting by authorizing the Board of directors to make the appointment.<\/li><\/ul>\n\n\n\n<p>2 &ndash; Written consent to act as a director shall be obtained, where it is proposed to appoint a person as an Alternate director.<\/p>\n\n\n\n<p>3 &ndash; To check before the appointment of Alternate director in the Board meeting, the&nbsp; &nbsp;Alternate director has obtained <strong>DIN (<a href=\"https:\/\/enterslice.com\/learning\/quoting-of-din-is-mandatory-for-income-tax-communications-cbdt\/\">Director Identification Number<\/a><\/strong>). However, in the case where the director is not having DIN, a director is required to make an application to the Central Government for obtaining the DIN and also to ensure that the respective director has informed the same to the Company regarding his DIN. Further, a declaration is required to make that a person is not qualified to become a director under the provisions of the Companies Act, 2013.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\">Documents Required as an attachment for DIN-<\/h2>\n\n\n\n<ul><li>&nbsp;Identity Proof of the applicant<\/li><li>&nbsp;Address Proof<\/li><\/ul>\n\n\n\n<p>4 &ndash; After giving notice to all the directors, convene a Board Meeting. The Board may by passing the resolution may approve the appointment either at a Board meeting or by circulation.<\/p>\n\n\n\n<ul><li>The notice shall be issued to the directors not less than 7 days before the date of the meeting.<\/li><\/ul>\n\n\n\n<ul><li>The Agenda of the meeting must be disclosed.<\/li><li>Passing the Board resolution for the appointment of the Alternate Director.<\/li><\/ul>\n\n\n\n<ul><li>To authorize the Company Secretary, or in case of absence of the Company Secretary the director to sign the relevant documents and to file the same to the ROC.<\/li><\/ul>\n\n\n\n<p>5 &ndash; To ascertain that the consent of the respective director, as well as the declaration from the director, has been obtained.<\/p>\n\n\n\n<p>6 &ndash; The particulars of the directors have to be filed by the company in the Form DIR-12 with the Registrar of the Companies within 30 DAYS of the appointment after paying the requisite fee electronically.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\">Documents to be attached for filling the DIR-12&nbsp;&nbsp;<strong>&nbsp; <\/strong><\/h2>\n\n\n\n<ul><li>Name and DIN of the original director in whose behalf the alternate director is appointed.<\/li><li>Disclosure of interest in other entities.<\/li><li>Consent of the Alternate Director in Form DIR-12.<\/li><li><strong>CTC (Certified true copies of the Board resolution passed for the appointment)<\/strong><sup><a href=\"https:\/\/en.wikipedia.org\/wiki\/Articles_of_association\">[1]<\/a><\/sup> of the Alternate director.<\/li><li>Letter of documents and other documents as may be required.<\/li><\/ul>\n\n\n\n<p>7 &ndash; Make necessary entries in the register of directors by obtaining the detailed information of the directors.<\/p>\n\n\n\n<div class=\"shadow1\"><strong>Note &ndash; In case of appointment of Independent Director, a declaration of Independence from the director is required.<\/strong><\/div>\n\n\n\n<p>8 &ndash; Disclosure after the appointment i.e. the alternate director shall inform the other companies in which he is the director in form MBP-1 about the appointment.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>Alternate Director is the Director appointed by the Board of Director i.e. The Board of Director of a Company if so authorized by the Articles of Association or by passing a resolution in the General Meeting appoints a person- Who is not holding any alternate directorship for any other director in the company or, Holding [&hellip;]<\/p>\n","protected":false},"author":25,"featured_media":26763,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":[],"categories":[1383,1322],"tags":[2823],"acf":{"service_id":"1"},"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v14.6.1 - https:\/\/yoast.com\/wordpress\/plugins\/seo\/ -->\n<title>Appointment of Alternate Director Under Companies Act 2013<\/title>\n<meta name=\"description\" content=\"Appointment of Alternate Director is appointed under company act 2013. The Board of Director of a Company if so authorized by the Articles of Association\" \/>\n<meta name=\"robots\" content=\"index, follow\" \/>\n<meta name=\"googlebot\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<meta name=\"bingbot\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/enterslice.com\/learning\/appointment-of-alternate-director\/\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Appointment of Alternate Director Under Companies Act 2013\" \/>\n<meta property=\"og:description\" content=\"Appointment of Alternate Director is appointed under company act 2013. The Board of Director of a Company if so authorized by the Articles of Association\" \/>\n<meta property=\"og:url\" content=\"https:\/\/enterslice.com\/learning\/appointment-of-alternate-director\/\" \/>\n<meta property=\"og:site_name\" content=\"Enterslice\" \/>\n<meta property=\"article:publisher\" content=\"https:\/\/www.facebook.com\/enterslice\" \/>\n<meta property=\"article:published_time\" content=\"2019-11-20T12:15:24+00:00\" \/>\n<meta property=\"article:modified_time\" content=\"2020-11-11T11:34:21+00:00\" \/>\n<meta property=\"og:image\" content=\"https:\/\/enterslice.com\/learning\/wp-content\/uploads\/2019\/11\/Appointment-of-Alternate-Director.jpg\" \/>\n\t<meta property=\"og:image:width\" content=\"1200\" \/>\n\t<meta property=\"og:image:height\" content=\"630\" \/>\n<meta name=\"twitter:card\" content=\"summary\" \/>\n<meta name=\"twitter:creator\" content=\"@enterslice\" \/>\n<meta name=\"twitter:site\" content=\"@enterslice\" \/>\n<!-- \/ Yoast SEO plugin. -->","authorName":"Priyanka Bajpayee","authorImageUrl":"https:\/\/enterslice.com\/learning\/wp-content\/uploads\/2019\/09\/81216.jpg","authorDescription":"Priyanka Bajpayee has done Masters in International Business Law and well versed in content writing covering the area of legal and finance. Also, she has practical experience of almost 1.5 years in Legal compliance and secretarial work.","postViews":517,"readingTime":4,"nextPost":{"id":26768,"slug":"new-guidelines-for-core-investment-companies"},"prevPost":{"id":26736,"slug":"statutory-audit-checklist-for-nbfcs-complete-overview"},"featuredMediaUrl":"https:\/\/enterslice.com\/learning\/wp-content\/uploads\/2019\/11\/Appointment-of-Alternate-Director.jpg","postTerms":"Change in Business","_links":{"self":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/posts\/26762"}],"collection":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/users\/25"}],"replies":[{"embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/comments?post=26762"}],"version-history":[{"count":0,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/posts\/26762\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/media\/26763"}],"wp:attachment":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/media?parent=26762"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/categories?post=26762"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/tags?post=26762"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}