Women Director [section 149 r/w rule 3]

a) Specified IFSC Public Company need not appoint a Women Director

b) The rules states that the following class of companies shall appoint atleast one women Director:

a) Every Listed Company

b) Public Company having

i.Paid Up Capital of 100 Crs or More OR

ii.Turnover of 300 Crs or more

c) The paid up capital or turnover shall be taken as on last day of latest audited financial statements. Therefore, appoint a woman director before audit is completed.

d) In case of a newly incorporated company satisfying the above criteria, it shall appoint a woman director within 6 months from date of incorporation.

e) The Board at the immediate next Board Meeting shall fill any intermittent vacancy of a women director or 3 months from the date of vacancy whichever is later.

Example: In XYZ Ltd., an intermittent vacancy of the women director arises on 15th June. Thus, the vacancy shall be filled-up by the Board at the earliest but not later than the due date of the next Board Meeting or three months from the date of next Board meeting or three months from the date of such vacancy whichever is later.

If after the vacancy, the immediate Board meeting was held on 14th August, then the vacancy shall be filled-up by 14th August or by 14th September (3 months from the date of such vacancy) whichever is later. In this case, it shall be filled up by 14th September.

If after the vacancy, the immediate Board meeting was held on 14th October then the vacancy shall be filled-up by 14th October or by 14th September whichever is later. In this case it shall be filled up by 14th October.

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Resident Director [section 149(3)]

a) Every company shall have at least one director who has stayed in India for a total period of not less than 182 days in the previous calendar year. (Financial year, As per Companies Amendment Act, 2

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