Women Director

Every company needs to have minimum directors as specified by the Companies Act, 2013 (‘Act’). The directors play a crucial role in the management of the company. The Act introduced the concept of the appointment of two new directors, i.e. women directors and independent directors, to the Board of Directors (‘Board’) of a certain class of companies.

Section 149 of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (‘Rules’) deal with the provisions relating to women and independent directors of a company.

Governance:

Purpose

Includes the reason for which the organisation was formed, its objectives and plans in the long run.

People

Includes all the stakeholders, i.e., the shareholders, management, customers, financers, the community at large etc.

Process

Includes how the management and functions of the organisation are being conducted.

Performance

Includes the performance of the organisation and the impact it has on society.

Appointment of Woman Director

The process to appoint a woman director is as follows:

1. The proposed woman director has to submit her consent to act as a director in the company in the prescribed Form DIR-2 and file intimation about her disqualification in Form DIR-8 to the company.
2. The company should conduct a general meeting and obtain the shareholders’ approval for the appointment of the woman director through a resolution.
3. In the case of listed companies, it must disclose the general meeting proceedings to the stock exchange before 24 hours from the general meeting conclusion and also post it on its website within two working days.
4. After the appointment of the woman director by passing a resolution in the general meeting, the company should file the following forms with the ROC:

• Form MGT-14 within 30 days of passing the resolution of appointment in the general meeting.
• Form DIR-12 regarding the particulars of the appointment of a woman director within 30 days of such appointment.
• The company should make the required entries in the director and key managerial personnel register and the register of contracts in which the woman director is interested in the Form MBP-4.

Roles of Women Directors

Women director has to play the role like any other director. Women can take up a role of Nominee Director who will be nominated by a party in the company to take care of its interest. Also, Women can take up a role of Independent Director who is not liable to retire by rotation.

Women Directosr can hold a maximum of twenty directorships that includes the sub-limit of ten public companies. Any contravention on this part shall be subjected to a fine ranging between Rs.5000-Rs.25000.