Applicability for Appointment of Woman Director

Section 149 (1) of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 deals with the provisions related to woman director. Following class of companies are required to mandatorily appoint at least one woman director on the Board of the Company

• Every listed company
• Every other public company having
• Paid-up share capital of Rs. 100 crore or more;
• Turnover of Rs. 300 crore or more

Procedure to Appoint Woman Director

The Procedure as laid down for the appointment of WOman Director are

Obtaining Director Identification Number (DIN):

Every individual who intends to be appointed as a Director in any company is mandatory required to obtain DIN. If any individual does not have valid/active DIN, then he/she is required to make an application by filing form DIR-3 along with the required documents with the Registrar of Companies (ROC) for allotment of DIN. 

Consent to act as Director

The proposed woman director is required to give her consent to act as a director in form DIR-2.

Statement of Disqualification

Ensure that the individual proposed to be appointed as a woman director is not disqualified under the provisions of the Act and we need to obtain statement of disqualifications in Form DIR-8 stating that she is not disqualified under section 164 of the Act.

Convening a Board Meeting

Convene a board meeting to pass the following agenda matters:

• Resolution for the appointment of a Woman Director subject to shareholder approval at the company’s general meeting;
• Authorization to file e-forms and all other necessary acts, deeds as may be required in connection with the said matter;
• To fix date time and venue for calling the Annual General Meeting/Extra-Ordinary General Meeting

Calling of the General Meeting

Hold a general meeting on the scheduled day and approve an ordinary resolution appointing a Woman Director and authorizing the Board/Company Secretary to file necessary forms and do all such acts, deeds and things as may deem fit in order to give effect to the aforesaid resolution.

Tenure of Woman Director

A woman director can hold office until next Annual General Meeting from the date of her appointment. She is eligible for reappointment at the next General Meeting. Pursuant to the provisions of the Act, the tenure of women director is liable to retire by rotation as applicable to the other directors. Like any other directors, a Woman Director can tender her resignation any time before the expiry of her term by giving a notice to the company.

Interminnent Vacancv

In the case of any intermittent vacancy of a Woman Director, the Board is required to fill the vacant post as soon as possible but not later than the immediate next Board meeting or three months from the date of such vacancy,whichever is later.

Documents Required

• Certified True Copy of the Ordinary resolution passed in the AGM/EOGM
• Consent to act as director of a company in physical form DIR-2;
• Declaration in Form MBP-1 from the Appointed Director regarding his interest in other entities;
• Intimation by Director of his disqualification and interest in form DIR-8;
• Digital Signature Certificate (DSC) of Director in case Appointing Director doesnot have DIN and Digital Signature of any other already appointed Director.

FORM THAT NEEDS TO BE FILED WITH THE REGISTRAR ALONG WITH THE TIME LIMIT:

The Company shall within 30 days of appointment of director and passing of the ordinary resolution in the general meeting, file form DIR-12 with the required attachments to Registrar of Companies (ROC) by paying the prescribed fees.

In case, the individual proposed to be appointed as Woman Director does not have a DIN, he/she is first required to make an application for obtaining DIN in Form DIR-3 and then after allotment of the DIN, the required form i.e., DIR-12 needs to be filed.

Certification of the Form

The form DIR-12 shall be certified by either a Chartered Accountant (in whole-time practice) or Cost Accountant (in whole-time practice) or a Company Secretary (in whole-time practice).

FILING FEES

Fee for filing e-Form for Companies having share capital

Additional Fee (In case the form is not filed within due date)

PENALTY FOR NON-COMPLIANCE

If any company is in default in complying with the said provisions and for which no specific penalty or punishment is provided therein, the following penalty is attracted:

• Company and every officer who is in default shall be liable to penalty of fifty thousand rupees
• In case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of Rs. 3,00,000 in case of company and Rs. 1,00,000 in case of an officer is in default