Following is the composition of board of directors:-

According  to Section 149 of The Companies Act 2013,

1. Every company should have minimum

  • 3 directors in PUBLIC company
  • 2 directors in PRIVATE company
  • 1 director in ONE PERSON company

Maximum no of directors can be 15 in any company.

However company by passing special resolution can appoint more than 15 directors.

2. There should be at least one resident director who stays in India for 182 days during a financial year .

3. Following companies shall have at least one Woman director in their board-

  • Every listed company
  • Every company having paid up share capital of 100 crore rupees or more.
  • Every company having turnover of 300 crore rupees or more.

4. All listed companies shall have one third of total directors as independent directors in their board.

And following companies shall have at least 2 independent directors-

Every public company having

  • paid up share capital of 10 crore rupees or more
  • turnover of 100 crore rupees or more
  • loans, debentures and deposits exceeding 50 crore rupees.

Under SEBI (LODR) Regulations:-

The board of directors shall have optimum combination of executive and non-executive directors where there should be at least one woman directors and not less than 50% shall comprise of non-executive directors.

Where the chairperson of the board of directors is non-executive directors then at least one-third of the board of directors shall be independent directors or else half of the board of directors shall be independent directors.

Where the non-executive chairperson is promoter of the company or related to the promoter of any listed entity or is related to any person occupying the position of management at the level of board of directors, then at least half of the board of directors shall comprise of independent directors.

However no listed entity shall appoint a person or continue directorship of any person as a non-executive director who has attained the age of 75 years unless special resolution is passed to the effect, in which case explanatory statement annexed to the notice for such motion shall indicate the justification of the appointment of such person.

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One Comment

  1. fathima says:

    Kindly state where in the Companies Act hs it been stated that companies with paid-up share capital over 100 crores of turnover of over 300 crores must have at least one woman director. Thank you.

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April 2021