1. The alternate director can only be appointed by the board of directors if authorised by the articles or by an ordinary resolution passed at the general meeting. The members of the company can not themselves appoint the alternate director but they can empower board to appoint alternate director. Also the original director doesn’t have any right to appoint alternate director.

2. An alternate director ceases to hold the office as soon as the original director returns to the state (in which the board meetings are ordinarily held).

3. If at any board meeting both original and alternate directors are present then they shall counted as one for quorum and vote of original director shall be counted only as the alternate director ceases to hold office as soon as the original director returns.

4. While counting number of directorships for the purpose of sec. 275, 276 & 277 alternate directorship shall be excluded.

5. An person can be appointed alternate director for more than one director, if he is appointed so then he will be entitled to vote for all original directors but sitting fees shall be paid in respect one director only.

6. Alternate director can be appointed only where the maximum strength of the Board permits such addition to the Board.

7. An alternate director cannot be appointed on place of managing director due to various legal requirements.