Women Director as per the companies Act, 2013

Applicability of the provision: As per the Second Proviso of section 149 of the Companies Act, 2013 read with rule 3 of the companies (Appointment and qualification of director) Rules, 2014, the following class of companies shall appoint at least one woman director-

(i) Every listed company;

(ii) Every other public company having –

● Paid–up share capital of 100 crore rupees or more

OR

● Turnover of 300 crore rupees or more

Clarification: The paid up share capital or Turnover as on the last date of latest audited financial statements will be considered for the application of this provision.

Time Limit for the appointment of Women Director

Case 1: If company is incorporated under this Act i.e. Companies Act, 2013 and is covered under provisions of second proviso to section 149(1), then one women director shall be appointment within a period of 6 months from the date of its incorporation.

Case 2:  Every company existing on or before the date of commencement of this Act shall within one year from such commencement of this Act {Section 149(2)}.

Case 3: Intermittent vacancy: In case any intermittent vacancy of a woman director arises, then it shall 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 out of these two option.

Case 4: Further, a Woman Director can be an executive director or a non-executive director. A woman director can hold the position of a director until the next Annual General Meeting from the date of appointment. She is also entitled to seek reappointment at the general meeting. It is pertinent to note that the tenure of a woman director is liable to retirement by rotation (Sub-section 6 of Section 152) similar to other types of directors.

Penalty for Non-Compliance of this Provision:

There is no specific penalty provision for non compliance of the appointment of Women Director.

Thus in this scenario the common penalty provision for non compliance of chapter XI (Appointment and qualification of Directors) prescribed under section 172 or penalty prescribed under chapter XXIV (Miscellaneous) prescribed under section 450 may be levied.

Section 172: If a company contravenes any provision of this chapter (Appointment and qualification of Directors), then

● The company

And

● 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/-.

The term ‘officer’ includes any director, manager or key managerial person (which includes the CFO and CS) or any other person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act.

Section 450: If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made there under, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act:-

● the company

And

● Every officer of the company who is in default or such other person

Shall be punishable with fine which may extend to Rs.10,000/- and where the contravention is continuing one, with a further fine which may extend to Rs.1000/- for every day after the first during which the contravention continues.