No New Mandate on Women Directors Beyond Existing Company Law

In response to a Rajya Sabha question, the Government clarified that there is currently no proposal to further increase mandatory female representation beyond existing legal requirements. Under Section 149(1) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, all listed companies and public companies with paid-up capital of ₹100 crore or turnover of ₹300 crore or more must appoint at least one woman director. Additionally, the SEBI Listing Regulations require the top 1,000 listed entities by market capitalisation to have a woman independent director. Since 2014, 184 instances of non-compliance involving 180 companies were reported, leading to prosecutions, compounding, and penalties. Between 2021 and 2025, penalties collected for such violations rose overall, peaking in 2025. On broader gender equality, the Government stated that multiple existing labour, welfare, and safety laws together form a comprehensive framework, and any further reforms follow a consultative, evidence-based approach.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
RAJYA SABHA

UNSTARRED QUESTION NO. 370
ANSWERED ON TUESDAY, FEBURARY 03, 2025
WOMEN REPRESENTATION IN BOARD MEMBERSHIP OF COMPANIES

QUESTION

370. Smt. Rajathi:

Will the Minister of CORPORATE AFFAIRS
be pleased to state:

a. whether the Ministry has plans to increase the representation of female Board Members in all listed companies and large public limited firms with paid-up capital of ₹ 100 crore or more;

(b) the number of instances of non compliance since 2014 including details on the number of companies against which penal action has been taken;

c. the amount collected as penalty year-wise since 2021; and

d. whether Government of India has plans to enact a comprehensive Workplace Gender Equality Act to encourage more gender diversity in establishments?

ANSWER

THE MINISTER OF STATE IN THE MINISTRY OF CORPORATE AFFAIRS AND MINISTER OF STATE IN THE MINISTRY OF ROAD, TRANSPORT AND HIGHWAYS

[SHRI HARSH MALHOTRA]

(a): No such proposal is under consideration. However, the second proviso to sub-section (1) of section 149 of the Companies Act, 2013 stipulates that such class or classes of companies as may be prescribed shall have at least one woman director. In furtherance of this, Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 provides that every listed company and every other public company having a paid-up share capital of rupees one hundred crore or more, or a turnover of rupees three hundred crore or more, is required to appoint at least one woman director.

In addition, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of the top 1,000 listed entities based on market capitalisation, the requirement is to appoint woman independent director on their boards.

b. The details of instance of non compliances and action taken thereon are as follows:

c. Amount of penalty collected as from 2021 to 2025 in respect of non-compliances related to appointment of woman directors is as follows:

d. The Government has enacted various laws and policies relating to maternity benefits, equal remuneration, prevention of sexual harassment at workplace, labour welfare, social security, and occupational safety, which together create a comprehensive framework addressing equality, safety, and dignity of women both in domestic and public spaces including workplace. The Government of India adopts a consultative and evidence-based approach in policy formulation, taking into account feedback from stakeholders including the public, industry bodies, civil society organizations, experts, and State Governments/UTs, socio-economic development of the country, emerging needs, and takes appropriate measures, from time to time.

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