Section 161. Appointment of additional director, alternate director and nominee director
(1) The articles of a company may confer on its Board of Directors the power to appoint any person, other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time, who 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.
(2) The Board may, if authorised by its articles or by a resolution passed by the company in general meeting, appoint a person, not being a person holding any alternate directorship for any other director in the company or holding directorship in the same company, to act as an alternate director during the absence of a director from India for a period of not less than three months. An alternate director for an independent director shall be qualified to be appointed as an independent director.
(3) Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of law or agreement or by the Central Government or a State Government by virtue of its shareholding in a Government company.
(4) If the office of any director appointed by the company in general meeting is vacated before his term expires in the normal course, the resulting casual vacancy may, subject to the articles, be filled by the Board at a meeting, and the appointment shall be subsequently approved by members in the immediate next general meeting.
