Appointment of additional director, alternate director and nominee director (Section 161 of the Companies Act, 2013) :

(A) Additional Director [Section 161(1)]: Section 161(1) of the Companies Act, 2013 provides for appointment of additional director. According to this section:

(i) The articles of a company may confer on its Board of Directors the power to appoint any person as an additional director at any time.

(ii) A person, who fails to get appointed as a director in a general meeting, cannot be appointed as an additional director.

(iii) Additional director shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.

(B) Alternate Director [Section 161(2)]: Section 161(2) of the Companies Act, 2013 provides for appointment of Alternate director. According to this section:

(i) The Board of Directors of a company may, if so authorised by its articles or by a resolution passed by the company in general meeting, appoint a person to act as an alternate director in place of another director (original director) during his absence for a period of not less than 3 months from India.

(ii) A person who is holding any alternate directorship for any other director in the company cannot be considered for appointment as above.

(iii) 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.

(iv) An alternate director shall not hold office for a period longer than that permissible to the original director in whose place he has been appointed and shall vacate the office if and when the original director returns to India.

(v) 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.

(C) Nominee Director [Section 161(3)]: Section 161(3) of the Companies Act, 2013 provides for appointment of Nominee director. According to this section:

Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company.

(D) Casual Vacancy [Section 161(4)]: Section 161(4) of the Companies Act, 2013 provides for appointment of director in casual vacancy. According to this section:

(i) In the case of a 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, in default of and subject to any regulations in the articles of the company, be filled by the Board of Directors at a meeting of the Board.

(ii) 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.