The concept of Women Directors came up with Companies Act, 2013, where the government added an ordinance and made it mandatory to appoint a women director in the board of directors of Company meeting specific criteria.
(a) As per second Proviso to Section 149(1) read with Rule 3 of the Companies(Appointment and Qualification of directors)Rules,2014, following is the Criteria of Companies who need to appoint women directors according to Companies Act, 2013 are:
- Every Listed Company.
- Every Public Company having paid-up share capital of Rs. 100 crore or more.
- Every Public Company having minimum turnover of Rs. 300 crore or more.
(b) Roles and Responsibilities:
Like the roles and responsibilities played by any other Director, a women director act as an independent director and is responsible for improving corporate credibility and also to improve governance standards of the company.
(c) Tenure:
The Tenure of the appointment of women director is till the next Annual General Meeting from the date Appointment, and can resign at any time she wishes by giving notice to the Company.
A women Director can be appointed during the time of Company Registration or after incorporation by the Board of Director and the Shareholders.
(d) Requirements:
- Director Identification Number (DIN) is mandatory requirement for any person who wishes to hold position of Director in any Company. A women director must first obtain DIN to become Director of a Company.
- 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 in terms of (Appointment& Qualification of Directors) Rules 2014 to the effect that she is disqualified under sub-section (2) of Section 164 of the Companies Act,2013.
- MBP-1 in terms of Companies (Meetings of Board and its Powers) Rules, 2014.
- Filling of E-form DIR-12 for the Appointment of such Women Director in the company within 30 days of Appointment with the Registrar of Companies (ROC).
(e) Intermittent Vacancy:
In case of any intermittent vacancy of women 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).
(f) Penalty for Non-Compliance:
Penalty for non-compliance of appointment of women director is not mentioned separately, the punishment prescribed under Section 172 shall be applicable.
Chapter XI of the Companies Act, 2013 Appointment and Qualification of Directors- it has Sections 149 to 172 which exclusively deal with all the provisions related to directors.
By virtue of Section 172 which prescribes punishment for contraventions of any of the provisions of this chapter (Chapter XI of the Act) for which no specific punishment is provided therein,
- The Company
- Every officer of the company who is in default
- Shall be punishable with fine which shall not be less than Rs. 50,000 but which may extend to Rs. 5,00,000.
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