Board Resolution for Appointment of Alternate Director

Board Resolution for Appointment of Alternate Director: A Draft

(Board Resolution for Appointment of Alternate Director in a company)

What is this resolution for?

The specimen of board resolution provided in this blog is for appointing an alternate director. The Board may appoint an alternate director in the place of a director who is temporarily unavailable or absent from India for a period of not less than 3 months.

Key points

  • This Board Resolution can also be passed through circulation in compliance with Section 175 of the Companies Act 2013.
  • The Articles of Association of the Company should contain the relevant provision for the appointment of an alternate director.
  • If the Articles of Association of the Company do not provide for the appointment of an alternate director, in that case, the appointment can also be done by passing a resolution in a general meeting.
  • A person who is already a director of the Company cannot be appointed as an alternate director of the Company.
  • A person who is already an alternate director of any other director of the Company cannot be appointed as an alternate director of the Company.
  • Only an independent director can be appointed as an alternate director to an independent director.
  • The proposed director should provide a declaration in Form DIR-8 to the effect that he or she is not disqualified under Section 164(2) of the Act.
  • The proposed director should also give his consent in writing in Form DIR-2 to act as a director of the company. 
  • The certified true copy of the resolution can be forwarded by any Director or Company Secretary.
  • The Company should file Form DIR-12 with the Registrar of Companies within 30 days of the appointment of the alternate director.
  • In the case of listed companies, the stock exchange(s) where the securities of the company are listed should be informed about the appointment of the alternate director.  
  • The alternate director shall vacate his office as soon as the original director returns to India.

Draft Board Resolution for appointment of alternate director

Given below is a format of a Board Resolution for the appointment of an alternate director.


Agenda Proposal

It is proposed to appoint Mr./Mrs. (Name of the proposed director) (DIN: …………) as an alternate director to Mr./Mrs. (Name of the original director) (DIN: …………) during his absence from India. The consent to act as a director in Form DIR-2 has been received by the Company and will be placed at the meeting.

The Board members may discuss the matter and after deliberations pass the following resolution.

On Company Letterhead

Board Resolution

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF (NAME OF COMPANY) IN ITS MEETING (S.NO.) HELD AT (VENUE OF BOARD MEETING) ON (DATE) AT (TIME)

“RESOLVED THAT pursuant to Section 161(2) of the Companies Act, 2013 (the Act) and other applicable provisions of the Act and the Rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force) and in terms of Article No ……… of the Articles of Association of the Company, Mr./Mrs. (Name of the proposed director) (DIN:…………) be and is hereby appointed as an alternate director to Mr./Mrs. (Name of the original director) (DIN:…………) during his absence from India and shall vacate office as soon as Mr./Mrs. (Name of the original director) returns to India.

RESOLVED FURTHER THAT Mr./Mrs. (Name of Director) and Mr./Mrs. (Name of Company Secretary), be and are hereby severally authorized to sign and file e-forms and returns with the Registrar of Companies, to take all such steps, and to do all acts, deeds, and things as may be deemed necessary or expedient to give effect to this resolution including making necessary entries in statutory registers.”

___________________________________________________

For (COMPANY’s NAME)

(Name of Director)

Director

DIN: ___________

Date: ___________


Note: The resolution given above is only for reference purposes and it should be used only after adhering to the provisions of the relevant Acts and rules (if any) that may be applicable for the time being in force.

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