Alternate Director

An alternate director is a person the Board appoints to attend meetings and act in place of an existing director (the "original director") while that director is absent from India for a period of not less than three months. The alternate is a temporary stand-in, not a fresh appointment to the Board, and steps aside the moment the original director is back. The role is governed by Section 161(2) of the Companies Act, 2013.

Legal basis

Section 161(2) allows the Board to appoint an alternate director only if the power is authorised either by the company's Articles of Association or by a resolution passed at a general meeting. The alternate must hold a valid DIN, and the company files Form DIR-12 with the Registrar of Companies (ROC) for both the appointment and the eventual cessation.

Key conditions

• The original director must be absent from India for at least three months.
• The proposed person must not already hold a directorship in, or be an alternate director for another director in, the same company.
• If the appointment is in place of an independent director, the alternate must also meet the independence criteria under Section 149.
• The alternate cannot hold office longer than the term permissible to the original director.

When the office ends

An alternate director automatically vacates office when the original director returns to India. If the original director's term expires before their return, any provision for automatic re-appointment of retiring directors applies to the original director, not to the alternate.