Ansari, a director of JB Ltd., is proceeding abroad for a continuous period of four months. Prior to his departure, he appoints Khushbu, not being a director of the company, to act in his place during his absence. Howeve

The given case is regarding appointment of an alternate director in the company. Section 161(2) of the Act empowers the Board, if so authorized by its Articles or by a resolution passed by the company in general meeting, to 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 for a director during his absence for a period of not less than three months from India. The Act does not empower the original director to appoint an alternate director. In view of this, the appointment of Khushbu made by Ansari and not by the Board as an alternate director is invalid. The Chairman's decision to disallow Khushbu from participating in the board meeting is, therefore, justified.