Compliances

Concept of Women Directors under Companies Act 2013

The Indian Government came up with the concept of women directors in the act known as Companies Act 2013. In this act the government added an ordinance, and made it mandatory to appoint a women director in the board of directors of companies meeting specific criteria.

According to the Companies Act 2013 the criteria of companies who need to appoint women directors are:

• Every Listed Company
• Every Public Company having minimum paid up share capital of Rs.100 crore or more
• Every Public Company having minimum turnover of Rs.300 crore or more

Directors as per the Companies Act 2013

Under the Section 149(1) of the Companies Act 2013^[1] every company who lies under the following criteria should have individuals as directors:

• A public company should have minimum 3 directors, likewise a private company should have two directors, and a one person company should have one person appointed as a director.
• And these companies can have maximum fifteen directors.

And if they want to appoint more than fifteen directors, they need to pass a special resolution.

Applicability of having Women Directors as per Companies Act 2013

Also companies who lie in the criteria mentioned above should have at least one woman director and should fulfill the following criteria:

• Every listed company
• They should have a paid up capital of Rs.100 crore and,
•  A maximum turnover of Rs.300 crore.

How Women Directors are appointed?

Women directors can be appointed at the time of company formation or after the company registration, by taking the approval of board of directors and the shareholders.

Eligibility to become a Women Director

There is a specified eligibility criterion for the appointment of a director. Any person who wishes to become a director has to submit the following:

• DIN-Director Identification Number: A director identification number is a unique director identification number which have to be obtained by every director. Every director can have only one DIN. Therefore, firstly women directors need to obtain DIN to become a director.
• Consent to become a Director: Women directors need to give the consent in form DIR-2.
• Filing of Application: Within 30 days of appointment of the director the proposed women director has to file form DIR-12 with the registrar of companies

What are the Roles and Responsibilities of Women directors?

The roles and responsibilities are the same as that of any other director. A woman can act as an independent director who is responsible for improving corporate credibility of the company and also to improve governance standards of the company. Also, women directors can be appointed as a nominee director who mainly looks after and represents the interests of the appointee. An appointee can be a stakeholder, a creditor, or a shareholder.

When is the Requirement for Appointing an Alternative Director?

To ensure the smooth functioning of the company an alternative director is appointed in the case of absence of the director for more than three months. An alternative director is appointed till the time the appointed director returns back.

Tenure of Women Directors

The tenure of the appointed women director is till the next Annual general meeting from the date of her appointment. She also can ask for reappointment in the meeting. The tenure of women director also depends on her retirement as any other director. A women director also can resign at any time she wishes giving a notice to the company.

Vacancy of the director position

An intermittent vacancy occurs when a women director leave the company due to the following reasons:

The board of directors needs to fill this vacancy within three months. If the company has more than one woman director, the vacancy caused by one of them is not considered as intermittent vacancy according to the Companies Act 2013.

Conclusion

The Indian Government came up with this rule in the Companies’ Act 2013 for the empowerment of women that every company who meet the following criteria should have at least one woman director:

The companies for whom appointment of women directors is mandatory are the listed companies, and the public companies that have a minimum paid up share capital of Rs. 100 crore or more and a minimum turnover of Rs.300 crore or more.

Every company who fall under the prescribed criteria to appoint women directors must appoint one or else they will be liable for a penalty ranging from Rs. 5000 to 25000.

To know more contact our team of experts at Enterslice.