Appointment of additional director, alternate director and nominee director
Section 161 of the Companies Act, 2013 deals with appointment of additional director, alternate director and nominee director. 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 appointed 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 The Act came into force on 01 Apr 2014.
(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 appointed 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 1[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 unless 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) 2*** 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]:
Provided that any person so appointed shall hold office only up to the date up to which the director in whose place he is appointed would have held office if it had not been vacated.
Section 161, The Companies Act, 2013 (Act 18 of 2013).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
Related judgements & precedents
These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.
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Manish Kumar v. Topworth Urja & Metals Limited & Ors.
Court's Decision & Legal Precedent
DATE-VERIFIED Final Order 19.04.2022 (order-1.pdf): Suit sought declaration that board resolutions appointing directors (ss.152/161) were void. Court held the “matter” of director appointment irregularity in an oppression/mismanagement frame is for NCLT; s.430 ousts civil court — ad-interim relief rightly refused.
On this section: Teaches s.161 additional-director appointments: disputes over irregular additional-director induction are Tribunal matters, not civil-court injunction suits.
The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.
Questions about Section 161
What have the courts held on Section 161 of the Companies Act?
Manish Kumar v. Topworth Urja & Metals Limited & Ors. (19 Apr 2022) is the leading judgment on this section among those set out below: Teaches s.161 additional-director appointments: disputes over irregular additional-director induction are Tribunal matters, not civil-court injunction suits.
How do I find court cases under Section 161 of the Companies Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 161, section 161 Companies Act, section 161 of the Companies Act. People searching for it also type companies act 2014 section 161. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 1 reported judgment on this section is set out on this page, beginning with Manish Kumar v. Topworth Urja & Metals Limited & Ors. (19 Apr 2022).
What should I read with Section 161 of the Companies Act, and has it changed?
1 other provision in this corpus refers back to it.
When did Section 161 of the Companies Act come into force?
Section 161 of the Companies Act, cited as Companies Act 161, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.
Other sections of this Act
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 14 Oct 2026. This page is not a substitute for legal advice.