All about Woman Director under Companies Act, 2013

As per second Proviso to Section 149(1) read with Rule 3 of The Companies (Appointment and Qualification of directors) Rules, 2014 (Chapter 11), the following class of companies are required to appoint at least one Woman Director-

 (i) every listed company;

 (ii) every other public company having –

 (a) paid–up share capital of 100 crore rupees or more; or

 (b) turnover of 300 crore rupees or more.

For appointment of Women Director, paid up share capital or turnover, as the case may be, as on the last date of latest audited financial statements has to be taken into account.

Time Frame for appointment:  The Companies which were incorporated under The Companies Act 1956 and companies which were covered by Section 149 (1) were provided with the time limit to comply with such provisions within a period of 6 months from the date of its incorporation. Further as per interpretation other existing Companies were required to appoint Women Director within a period of 1 year as mentioned under Section 149(2).

Intermittent Vacancy: In case of any 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 (Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 hereinafter referred in this chapter as Rule).

Duties and Liabilities:

The following duties and liabilities have been imposed on the directors of companies, by the Companies Act of 2013: —

• A director of a company shall act in accordance with the Articles of Association (AOA) of the company.

• A director of the company shall act in good faith, in order to promote the objects of the company, for the benefits of the company as a whole, and in the best interests of the stakeholders of the company.

• A director of a company shall exercise the duties with due and reasonable care, skill and diligence and shall exercise independent judgment.

• A director of a company shall not involve in a situation in which she may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.

• A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to herself or to her relatives, partners, or associates and if such director is found guilty of making any undue gain, she shall be liable to pay an amount equal to that gain to the company.

• A director of a company shall not assign her office and any assignment so made shall be void.

• If a director of the company contravenes the provisions of this section such director shall be punishable with fine which shall not be less than Rs.1,00,000/- but which may extend to Rs.5,00,000/-.

Qualification / Industry Experience: The Companies Act, 2013 does not prescribe any qualifications or minimum industry experience criteria for candidature as Women Director of any applicable company.

Essential requirements for appointment of Woman Director:

1. Digital Signature Certificate in Class II or Class III as per Information Technology Act Act, 2000

2. Application in the Form DIR-3 pursuant to Section 153 of The Companies Act, 2013 & Rule 9(1) of The Companies (Appointment and Qualification of Directors) Rules, 2014 for allotment of Director Identification Number (DIN)

3. Consent in the form of Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules 2014

4. Intimation in Form DIR- 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that she is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013

5. MBP- 1 in terms of Companies (Meetings of Board and its Powers) Rules, 2014

6. DIR- 12 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014

Thus the Government has now empowered women to participate as one of the Board Members of the company. This step towards gender discrimination is welcomed by many leading companies some of which appointment Woman Director immediately on commencement of Companies Act, 2013.

(In case of any inconsistency or clarification/ suggestions, Author can be contacted for further details at [email protected] )

Disclaimer: The views and opinions expressed in this article are those of the author. The legal information is not advice and should not be treated as such.