Board ResolutionBoardSection 161(2)Rule 6, Companies (Appointment and Qualification of Directors) Rules, 2014

Appointment of Alternate Director

All companies. An Alternate Director may be appointed to act in place of an Original Director who is absent from India for a period of not less than 3 months.

Adding or removing a director should take minutes, not weeks of legal back-and-forth. Section 161(2) governs exactly how this plays out. The practical effect: can be appointed by circular resolution — no requirement that it be passed only at a Board meeting. No templates, no guesswork — Fi CTC Generator drafts this correctly in about 3 minutes.

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An Alternate Director cannot be appointed in place of an Independent Director unless the alternate is also qualified as an Independent Director.

Section 161(2) proviso, Companies Act 2013

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