Minutes for appointment of alternate director

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RAJESH KUMAR JHA (Querist)
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17 January 2012 Hello sir
I want to appoint a alternate director in a private company in place of existing director(who is foreign citizen) and he want to be live India on 20 Jan 2012.how to appoint alternate director? can give format of minutes to appoint alternate director?

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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17 January 2012 Section 313 enables any company, public or private, to have included in its articles of association a provision empowering the Board of Directors to appoint an alternate director. The Board of directors may appoint alternate director by circular resolution. In the absence of an enabling provisions in the articles, the Board may be entrusted with the aforesaid power by an ordinary resolution passed in the general meeting. In absence of either of the above -mentioned enabling provisions, the Board can't appoint an alternate director. The precondition for the appointment is that original director in whose place the alternate director is proposed to be appointed will be absent for a period of 3 months or more from the state in which meetings of the Board are ordinarily held.

Formalities in connection with the appointment of an alternate director

1. Obtain consent of the person to be appointed as an alternate director u/s 264(1)of the Companies act before the board meeting at which he is proposed to be appointed.

2. Consent of the director in e-Form 32 signed by him must be filed with in 30 days of passing resolution.

3. File e-Form 32 within 30 days of passing Board resolution.

4. Enter the particulars of alternate director in Register of Directors/Register of Directors shareholding

5. If director appointed does not hold any shares of the company & Articles required for qualification shares, that qualification shares must be acquired by alternate director within 2 months from the date of the Board Meeting

6. Obtain General Notice of interest in Form 24AA u/s 299

7. When the alternate director ceases to hold the office because of the return of the original director, file e-Form 32 within 30 days and entered the date of cessation in Register of directors.

SPECIMEN BOARD RESOLUTION TO APPOINTMENT OF AN ALTERNATE DIRECTOR

"RESOLVED THAT pursuant to the provisions of Section 313 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 1956, (Name of the person whose appointment is proposed) be and is hereby appointed as Alternate Director during the absence of Mr._______(Name of the original director) and that he will vacate the office when the original director, Mr._________ (Name of the original director) return to India, pursuant to article ________ of the Articles of Association of the Company.”

"RESOLVED FURTHER THAT (Name of the person(s) authorized) be and are hereby severally authorized to do all the acts, deeds and things which are necessary to the appointment of aforesaid person as alternate director of the Company.”

RAJESH KUMAR JHA

RAJESH KUMAR JHA (Querist)
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17 January 2012 Thank you Sir

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