The Indian Government came up with the concept of Woman Director in the Companies Act, 2013. This article explains Who needs to appoint Woman Director, Time period given to Company for compliance with provision related to appointment of Woman Director, Role of Woman Director, Eligibility to become a Woman Director, Term of Women Director, Intermittent Vacancy in the Position of a Woman Director and Penalty for Non-compliance with Provisions related to appointment of Woman Director.
Page Contents
- 1. Who needs to appoint Woman Director?
- 2. Time period for compliance with provision for appointment of Woman Director?
- 3. Role of Woman Director
- 4. Eligibility to become a Woman Director:
- 5. Term of Women Director
- 6. Intermittent Vacancy in the Position of a Woman Director
- 7. Penalty for Non-compliance with Provisions related to appointment of Woman Director
1. Who needs to appoint Woman Director?
According to second proviso to sub-section (1) of Section 149 Companies Act, 2013, prescribes that the following class of companies shall appoint at least one Woman Director.
- Every Listed Company.
- Every other Public Company having –
- paid-up share capital of Rs. 100 crore or more; or
- turnover of Rs. 300 crore or more.
For the above purpose, the paid-up share capital or turnover, as on the last date of latest audited financial statements shall be taken into account.
2. Time period for compliance with provision for appointment of Woman Director?
When the provision of appointment of woman director is applicable to the company, the company shall comply with such provisions within a period of six months from the date of its incorporation.
3. Role of Woman Director
Woman Director has to play the role like any other director. Woman can take up a role of Independent Director who is not liable to retire by rotation. Also, Woman can take up a role of Nominee Director who will be nominated by the appointee in the company to take care of its interest. An appointee can be a stakeholder, a creditor, or a shareholder.
4. Eligibility to become a Woman Director:
- Director Identification Number (DIN) is mandatory requirement which have to obtain by every director. Every director can have only one DIN.
- Consent to act as Director in Form DIR-2 should be given by women Director pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
- Intimation in Form DIR-8 that director is disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.
- Notice of Interest by Director in MBP-1 in terms of Companies (Meetings of Board and its Powers) Rules, 2014.
- Filling of Form DIR-12 within 30 days of appointment of the director with the Registrar of Companies.
5. Term of Women Director
A Woman Director can hold the position of Director until her next Annual General Meeting from the date of appointment. She is also entitled to seek for re-appointment at the general meeting.
A Woman Director can also tender her resignation any time before the expiry of her term by giving a notice to the company.
6. Intermittent Vacancy in the Position of a Woman Director
In case of intermittent vacancy of woman director the same has to be filled-up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy whichever is later.
The penalty for non–compliance of the appointment of woman director is not mentioned separately, therefore, the punishment for contraventions of any of the provisions of the Chapter (Chapter XI of the Act, which has Section 149 to Section 172 that deals with provisions related to Appointment and Qualification of Directors) prescribed under Section 172 shall be applicable.
- The Company; and
- Every officer* of the company who is in default
Shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.
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