The board can appoint additional directors, director filling a casual vacancy, alternate directors and nominee director. These directors appointed shall be non-rotational directors. Additional Directors [Section 161(1) of the Companies Act 2013] This section applies to all the companies. The articles of a company confer power to the board of directors to appoint any person as the additional director at any time. As per Companies Act 2013, a person who fails to get appointed as a director in general meeting cannot be appointed as an additional director. Such provision was not there in the Companies Act, 1956. Additional director 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. Appointment of the additional director can be made only if the articles authorize. Regulation 72 of Table A authorizes Board to appoint additional directors. Appointment can be done by passing a resolution at a board meeting or passing resolution by circulation. Casual Vacancy [Section 161(4) of the Companies Act 2013] This section applies only to Public company. 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, then such vacancy shall be filled by BOD at a meeting of the board. Any person so appointed shall hold office only till the date up to which the director in whose place he is appointed would have held office if it had not been vacated. A casual vacancy arising in the office of a director appointed at general meeting may be filled by the board which implies that if the director appointed by the BOD vacates, then the same cannot be filled by the BOD. No express power in articles is required to fill a casual vacancy. There is no provision in Table A regarding filling of casual vacancies. Appointment can be done by passing a resolution at a board meeting. Alternate Directors [Section 161(2) of the Companies Act 2013] This section applies to all companies. The BOD of a company if authorized by the articles or resolution passed by the company in general meeting, appoint a person to act as an alternate director during the absence of original director for a period of not less than three months from India. 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. A person appointed as Alternate Director shall not be a person who is holding any alternative directorship for any other director in the company. An alternate director shall not hold office for a period longer than that permissible to the original director and shall vacate the office if and when the original director returns to India. Automatic reappointment is not applicable to alternate director. If the term of office of the original director is determined before he returns to India, any provision for the automatic re-appointment shall apply to the original and not to the alternate director. At a time, Board meeting can be attended by either original director or alternate director but not by both simultaneously. It is not necessary for the alternate director to vote in the same manner as original director. He may vote differently. Notice of board meeting shall be sent to both original and alternate director. The interest of both the directors under Section 300 of old Act 1956 shall be considered separately and not merged. Appointment can be done by passing a resolution at a board meeting or passing resolution by circulation. There is no provision in Table A regarding filling of casual vacancies. Nominee Directors [Section 161(3) of the Companies Act 2013] 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 Central government or the State government by virtue of its shareholdings in a Government company, subject to the articles of the company. Appointment can be done by passing a resolution at a board meeting or passing resolution by circulation. Conclusion Appointment of these directors as regular directors requires various compliance as in Section 257 of the old Act 1956 which requires at least 14 day’s notice before the GM along with a deposit of refundable amount of Rs 500 at registered office for appointment of a person other than retiring director.All these directors are also required to acquire qualification shares if required by the articles.