Woman director under the Indian companies act, 2013

1. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
Woman Director Under the
Companies Act, 2013
Lakshminarayanan Alaguraja
Advocate
Altacit Global

2. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
Companies Act, 2013
Companies Act, 2013 is divided into 29
chapters containing 470 sections as against
658 Sections in the Companies Act, 1956 and
has 7 schedules. The Act came into force on
12 September 2013 with few changes like
earlier private companies maximum number
of member was 50 and now it will be 200.
On 27 February 2014, the MCA stated that
Section 135 of the Act which deals with
corporate social responsibility will come into
effect from 1 April 2014.

3. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
NEW CONCEPTS
• One Person Companies
• Women Directors
• Corporate Social Responsibility
• Rotation of Auditors
• Dormant Company
• Fast Track Mergers
• Serious Fraud Investigation Office

4. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
CLASS OF DIRECTORS

5. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
RESIDENT DIRECTOR
CA 2013 introduces the requirement of
appointing a resident director, i.e., a
person who has stayed in India for a
total period of not less than 182 (one
hundred and eighty two) days in the
previous calendar year.

6. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
INDEPENDENT DIRECTOR
One of the significant aspects of the 2013 Act is the
effort made towards incorporating some of the
salient requirements mandated by the SEBI in clause
49 of the listing agreement in the 2013 Act itself. To
this effect, the 2013 Act requires every listed public
company to have at least one-third of the total
number of directors as independent directors.
Further, the central government in the draft rules
has prescribed the minimum number of
independent directors in case of the following
classes of public companies* [section 149(4) of 2013
Act].

7. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
WOMAN DIRECTOR
Listed companies and certain other public companies
shall be required to appoint atleast 1 (one) woman
director on its board.
Companies incorporated under CA 2013 shall be
required to comply with this provision within 6 (six)
months from date of incorporation. In case of
companies incorporated under CA 1956, companies
are required to comply with the provision within a
period of 1 (one) year from the commencement of
the act.

8. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
SECTION 149
149. Company to have Board of Directors
(1) Every company shall have a Board of Directors
consisting of individuals as directors and shall have—
(a) a minimum number of three directors in the case of a
public company, two directors in the case of a private
company, and one director in the case of a One Person
Company; and
(b) a maximum of fifteen directors:
Provided that a company may appoint more than fifteen
directors after passing a special resolution:
Provided further that such class or classes of companies
as may be prescribed, shall have at least one woman
director.

9. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
EXTENSION
To ease process of implementing
stronger corporate governance norms
by listed firms, regulator SEBI today
relaxed various provisions of the new
law, especially for smaller companies,
and extended the deadline for
appointing at least one woman
director to April 1, 2015.

10. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
LIABILITY OF DIRECTOR
 Independent Directors shall be held liable, only in
respect of such acts of omission or commission by
a company which had occurred with his
knowledge, attributable through board process
and with his consent or connivance or where he
had not acted diligently.
 He shall be deemed as an ‘Officer who is in
default’ for penal provisions if he is aware of a
contravention of the provisions of 2013 Act by
virtue of receipt of Board proceedings or
participation in the Board proceedings without
objecting to the same or where such
contravention had taken place with his consent or
connivance.

11. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
APPOINTMENT OF
DIRECTOR
• Additional director to hold office up to next AGM.
• Board not to appoint a person as additional director who
fails to get elected in a general meeting.
• An alternate director for a director cannot act as alternate
for another director.
• A director may act in dual capacity for himself and an
alternate for any other director.
• Alternate director for an independent director should be
qualified for appointment as an independent director
• Alternate director to vacate office if the original director
returns to India
• Causal vacancy of a director appointed by a company in
general meeting may be filled at Board meeting

12. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
NUMBER OF DIRECTORSHIPS
• No person to hold office in more than in 20 companies at
the same time including alternate directorship and
directorship in private companies.
• Maximum 10 public companies including private companies
which are either holding or subsidiary of a public company.
• Only directorship in companies incorporated outside India
excluded.
• Members, by special resolution, may specify lesser number.
• As per Clause 49 of Listing Agreement
• A person shall not serve as an independent director in more
than seven listed companies
• A WTD in any listed company can serve as an independent
director in not more than three listed companies

13. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
• Excess than specified here to be regularized within one year
from commencement of the Act.
• ROC and company to be informed about resignation as a
director (in case of excess in number).
• Company to inform the resignation to RoC in Form DIR-12
and post the information on its website, if any
• Resignation of a director for compliance with the limits is
effective immediately on despatch of letter of resignation.

14. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
DISQUALIFICATIONS FOR
APPOINTMENT OF DIRECTOR
• Additional disqualifications over and above section 274(1) of
1956 Act:
• Order passed by the Tribunal disqualifying a person for
appointment.
• Person convicted of the offence dealing with related party
transactions during the last preceding 5 years.
• Person convicted of any offence and sentenced to
imprisonment for 7 years or more.

15. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
CONSTITUTION OF INDIA
• Equality before law
• Prohibition of discrimination on
grounds of religion, race, caste, sex or
place of birth.
• Equality of opportunity in matters of
public employment.
• Protection of certain rights regarding
freedom of speech, etc.

16. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
EXPERTS
Lot of women are occupying key posts
in many corporate companies. There is
talent women but the mindset of
corporate has to change to come
forward to appoint woman directors.

17. CHENNAI
3rd Floor, ‘Creative Enclave’,
148-150, Luz Church Road,
Mylapore,
Chennai - 600 004.
Tel: +91 - 44 - 2498 4821
BANGALORE
Suite 920, Level 9,
Raheja Towers,
26-27, M G Road,
Bangalore - 560 001.
Tel: +91 - 80 - 6546 2400
COIMBATORE
BB1, Park Avenue,
# 48, Race Course Road,
Coimbatore - 641018.
Tel: +91 - 422 – 6552921
EMAIL
info@altacit.com
WEBSITE
www.altacit.com
Thank You