Concept of Woman Director under Companies Act, 2013

Earlier under Companies Act, 1956 there was no such provision under which appointment of woman has been made compulsory for Companies but with the introduction of The Companies Act, 2013, a sub section and rule related to the mandatorily appointment of Woman Director in the Board of  Directors has been inserted. This not only empowers woman but also gives an equal opportunity to the woman who holds such qualification.

Under this Article I will provide you all the provisions related to the appointment of woman director.

 Applicable Section: – Section 149 of Companies Act, 2013

Applicable Rule: Rule 3 of The Companies (Appointment and Qualification of Directors) Rules, 2014

What Section and Rules states?

Applicability (To appoint at least one-Woman Director)

  1. All Listed Companies
  2. Other Public Companies
  3. Paid up share Capital of Rs.100 crore or more
  4. Turnover of Rs 300 crore or more

Note: Paid Up Share Capital and Turnover shall be taken into account as on last date of latest audited financial statements.

Period to appoint Woman Director:

When the section was first introduced the existing Company incorporated under Companies Act, 1956 and who falls under the criteria mentioned under rules were given a period of 6 months to comply with such provision.

Further Other Existing Companies were given a period of 1 year to comply with such provision.

What if intermittent vacancy occurs? –

Appoint at the following date whichever is later

What if intermittent vacancy occurs? – Appoint at the following date Whichever is latter

  • At immediate next Board Meeting
  • 3 Month from the date of vacancy

Pre- Requirements:

  • Digital Signature Certificate (DSC).
  • Obtain DIN (Director Identification Number).
  • Consent to act as Director in form DIR-2.
  • Intimation of Disqualification in form DIR-8.
  • Notice of Interest of Directorships in form MBP-1.

The Company shall file form DIR-12 within 30 days of such appointment pursuant to Rule 8 of The Companies (Appointment and Qualification of Directors) Rules, 2014. 

Attachments to DIR-12:

Certified true copy of the board resolution passed for appointment of director.

  • DIR-2
  • DIR-8
  • MBP-1

Consequences of Non-Compliance:

Section 172 states that, if a company contravenes any of the provisions and for which no specific punishment is provided therein, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than Rs. 50000 but which may extend to Rs. 500000.

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