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Ceiling Limit on Number of Directorships [Section 165]:

1. A person shall not hold office at the same time as director including any alternate directorship in more than 20 companies

2. A person can be appointed as a director in only 10 public companies. Private companies that are either holding or subsidiary company of a public company shall be included in this limit. Directorship in a dormant company shall not be included in the limit of 20

3. A person cannot be a small shareholders director in more than 2 companies.

4. A person holding directorship in Section 8 Companies will not be counted for above ceiling limit of directorship. [Section 165(1) shall not apply to Section 8 Companies]

5. Celling Limit of Directorship of a Director can be reduced by specifying lesser number of companies through Special Resolution

6. If a person accepts directorship in companies exceeding the limit, then he shall be punishable with Fine ranging from 5,000/- to Rs 25,000 for every day after the first contravention

7. Duty of director to make disclosure of directorship (Section 184 of the Companies Act 2013)

8. It is the duty of the company to maintain register of directors’ u/s 170.

Other points to note on number of directors:

i. AOA can provide for increase in minimum or decrease in maximum.

ii. If number of directors is reduced below Quorum, then apply regulation 69 of Table F of Schedule I of the Companies Act, 2013. (Call Board Meeting only for increase of number of directors up to quorum or to summon general meeting)

iii. Where all the directors of a company vacate the office due to vacation of office u/s 167(1) the promoter or, in his absence, the Central Government shall appoint the required number of directors who shall hold office till the directors are appointed by the company in the general meeting [Sec 167(3)]

iv. A company may appoint more than 15 directors after passing special resolution. [Proviso to Section 149(1)]

v. The limit of maximum of 15 directors and the increase in limit by special resolution shall not apply to Government company and Section 8 companies

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