Section 149(1) read with the proviso and Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 requires specified companies to appoint at least one woman director. The requirement applies to every listed company and to every other public company having paid-up share capital of ₹100 crore or more, or turnover of ₹300 crore or more. A private company is not covered by the woman-director mandate, and a small company and an OPC are exempt.
The Appointment Timeline
A company covered by the requirement must appoint a woman director within six months from the date of its incorporation, or within three months from the date of the applicability trigger (for example, the date on which the paid-up capital or turnover crosses the threshold). Where a vacancy arises, it must be filled within six months from the date of the vacancy, and in any case by the next board meeting or three months from the vacancy, whichever is later. The timelines are mandatory, and a delay is a contravention of Section 149(1).
The Interaction with Other Board Requirements
The woman director can be an independent director, and a listed company covered by the SEBI LODR requirement must have at least one independent woman director where the LODR applies. The woman director can also be a resident director if she satisfies the 182-day stay requirement. The same person can satisfy multiple board-composition requirements, provided the independence and residency tests are met.
The Exemptions
A private company is outside the woman-director mandate, although a listed private company would be covered by the listed-company limb. A small company and an OPC are exempt. A Section 8 company is not automatically exempt; the applicability depends on whether it falls within the listed or specified public company categories.
The Compliance Record
The appointment should be supported by the board resolution, the shareholders’ resolution where required, the DIN and the consent to act. The company should maintain the register of directors and the board-composition chart, and should update the ROC filings. A vacancy should be tracked from the date it arises, and the appointment should be completed within the prescribed timeline.
Call to Action: We advise companies on woman-director applicability, appointment timelines and board-composition compliance. For a board-composition review, contact office@anujdesaiassociates.com, Ph No. 9619456656, Website https://anujdesaiassociates.com, LinkedIn linkedin.com/in/ca-anuj-desai-122547230.