Johnson, a director in Disha Ltd. proceeds on leave for 8 months to France for personal reasons. Board of directors at a meeting appoints Peter for a period of two months, as an alternate director. Articles of associatio

In this case the appointment of an alternate director is in violation of the provisions of the Companies Act, 2013 because Articles do not authorize the Board to appoint alternate Director nor is the appointment made in general meeting. The answer would be the same even if Peter is appointed for the entire period of Johnson's leave. Reference: Following are some relevant conditions which must be satisfied in case of appointment of alternate director. According to section 161(2) of the Act: The Board of Directors of a company must be authorised by its articles or by a resolution passed by the company in general meeting for appointment of alternate director. The person in whose place the Alternate Director is being appointed should be absent for a period of not less than 3 months from India.