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ADDITIONAL DIRECTOR (SECTION 161, SUB – SECTIONS 1):
Firstly Articles of a company must confer its Board of Director power to appoint Additional Director. A person failed to be appointed through general meeting must not be appointed as Additional Director. An Additional Director must hold office only up to the date of next Annual General Meeting or the last day, on which the Annual General Meeting should have been held, whichever is earlier.
ALTERNATE DIRECTOR (SECTION 161, SUB – SECTIONS 2):
Firstly Articles of a company must confer its Board of Director power to appoint Alternate Director but in absence of such power, a resolution passed by the company in general meeting should confer this power to its Board of Directors. I prefer this power in Articles of Association of the company if such appointment may be visualised. Such Alternate Director will act for a director during his absence for a period of not less than three months from India. 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. 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 . 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.
NOMINEE DIRECTOR (SECTION 161, SUB – SECTION 3)
Articles of a company must give its Board of Directors permission to appointment a Nominee Director. Such person may be nominated by any institution in pursuance of any law or of any agreement. The Central Government or State Government may nominate only by virtue of its shareholding in a Government Company.
DIRECTOR IN CASUAL VACANCY (SECTION 161, SUB – SECTION 4):
This provision is applicable for 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 be filled by the Board of Directors at a meeting of the Board. 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.
I read it again, if a director was appointed as “director not liable to be retired by rotation” and agreement is silent on superannuation or otherwise, the director in casual vacancy will be in office up to which date? Further a director appointment by company in annual general meeting liable to be retired by rotation and casual vacancy arise after one and half month, then what? Hope, we may have answer elsewhere in this bill or in subordinate regulation. Readers may please enlighten me, by writing in comment section of this post.
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AishMGhrana 