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 app ointed 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 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, not being a person holding any alternate directorship
for any other director in the company 3[or holding directorship in the same company], to act as an alternate
director for a director during his absence for a period of not less than three months from India:
Provided that no person shall be appointed as an alternate director for an independent director unl ess
he is qualified to be appointed as an independent director under the provisions of this Act:
Provided further that 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:
Provided also that 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.
(3) 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.
(4) 4*** 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
1[which shall be subsequently approved by members in the immediate next general meeting]:

1. Subs. by Act 22 of 2019, s. 25, for section 159 (w.e.f. 2-11-2018).
2. The proviso ins. by Act 1 of 2018, s. 50 (w.e.f. 9-2-2018).
3. Ins. by Act 1 of 2018, s. 51 (w.e.f. 9-2-2018).
4. The words “In the case of a public company,” omitted by s. 51, ibid. (w.e.f. 9-2-2018).