Draft a specimen Board Resolution for appointing a person to act in place of a director who is absent from India for a period exceeding three months.

CS Executive · Company Law and Practice · PYQS · June 2026
Draft a specimen Board Resolution for appointing a person to act in place of a director who is absent from India for a period exceeding three months.

Answer & Explanation:

SPECIMEN COPY OF THE RESOLUTION PASSED AT THE FIRST MEETING OF THE BOARD OF DIRECTORS OF ____ LTD., HELD ON (DAY), (DATE) ____ AT (PLACE) ____ AT (TIME) TO ____ (TIME). "RESOLVED THAT pursuant to the provisions of Section 161(2) of the Companies Act, 2013 and Articles of Association of the company, Ms Khushbo (DIN: ____), who has signified her consent to act as a director, be and is hereby appointed as an Alternate Director to Mr. Ansari (DIN: ____) of the Company to hold office with effect from the date of this board meeting but not beyond the period for which Mr. Ansari is entitled to hold office or when Mr. Ansari returns to India. RESOLVED FURTHER THAT Mr. ____ (Director) or the Company Secretary of the Company be and is hereby authorized to do all acts, deeds, matters, and things as may be deemed necessary and to sign and execute all necessary documents, applications, and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary e-form(s) with the Registrar of Companies." For and on behalf of JB LTD. Name: Designation: Date: Place:

Topics: Board Meetings and Procedures

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