Number of Directors Requirement in different companies:

As per section 2(10) “Board of Directors” or “Board”, in relation to a company, means the collective body of the Directors of the company;

As per section 149 of the Companies Act, 2013 every company shall have a minimum number of:

3 directors in the case of a public company,

2 directors in the case of a private company,

1 director in the case of a One Person Company

A company can appoint a maximum of 15 (fifteen) directors. A company may appoint more than fifteen directors after passing a special resolution in general meeting and approval of Central Government is not required.

Number of Directors requirement in different companies

Composition of Board, as per Companies Act, 2013

Type of Director Applicability
Women Director Listed Company Public Company having

Paid up Share Capital ≥ 100 Cr or more

Public Company having

Turnover ≥ 300 Cr or more

Resident Director

(Stayed in India >182 days)

Every Company
Independent Director Listed Company Public Company having

Paid up Share Capital ≥ 10 Cr or more

Public Company having

Turnover ≥ 100 Cr or more

Public Company

having outstanding Loans, Debentures and Deposits >50 Cr or more

Small Shareholder Director Listed Company

upon notice of not less than one 1000 small shareholders or 1/10 of the total number of such shareholders, (whichever is lower)

Not Applicable

KMP

includes Managing Director, or Chief Executive Officer or Manager or Whole-Time Director or Chief Financial Officer

Listed Company Public Company having

Paid up Share Capital ≥ 10 Cr or more

Company Secretary Listed Company Every Company having

Paid up share capital ≥ 10 Cr or more

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Composition of Board of Directors of the Listed Entity

1. Company Secretary as Compliance Officer

2. Women Director: 1

3. Independent Women Director- Top 500 and 1000 Listed Entity (On the basis of Market Capitalization)

4. Non Executive Director- 50% of the Board

5. Independent Director- 1/3 or 1/2 Independent Director of the Board (As the case may be*)

*If Chairperson is Non- Executive Director, at least 1/3 of the Board of Directors are Independent.

If Chairperson is Executive Director, at least 1/2 of the Board of Directors are Independent.

However where the non-executive chairperson is a promoter of the listed entity or is related to any promoter or person occupying management positions at the level of board of director or at one level below the Board of Directors, at least 1/2 of the board of directors of the listed entity shall consist of Independent Directors (ID).

6. At least 6 Director- Top 1000 and 2000 Listed Entity (On the basis of Market Capitalization)

*****

Disclaimer: –The above mentioned article has been based on relevant provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Under no circumstance, the author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.

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