The Board of Directors of Williams Ltd. have resolved as under: (i) Appoint Mohan as Alternate Director of Rakesh, Director. Mohan is already appointed as Alternate Director to Prakash, Director. (ii) Appoint Mitesh, a D

The provisions contained in Section 161 (2) of the Companies Act, 2013 for appointment of alternate director are discussed as under: (1) the Board of a company may, if so authorised by its articles or by a resolution passed by the company in the general meeting, appoint a person, not being a person holding any alternate directorship for any other person 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. (2) no person shall be appointed as an alternate director for an independent director unless he is qualified to be appointed as an independent director under the provisions of the Act. (3) an alternate director shall not hold office for a period longer than permissible to the directors 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 (4) 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 director in the default of another appointment shall apply to the original director and not to the alternate director. In view of the above it can be stated that the above decisions of the Board of Directors are not in conformity with the provisions of Section 161(2) of the Companies Act, 2013 as: Mr. Mohan is already appointed as Alternate Director to Mr. Prakash, Director and therefore Mr. Mohan cannot be appointed as Alternate Director of Mr. Rakesh, another Director in the same company. Mr. Mitesh, is Director of the company and therefore cannot be appointed as Alternate Director of Mr. Manoj another Director in the same company.