Companies in India where it is mandatory to have a woman director. The second clause in Section 149(1) of the Companies Act, 2013 mandates that a specific category of companies (as delineated in the Rules) must include at least one woman director on their boards.

Definition:

Section 149 read with Rule No. 3 of Chapter XI of the Companies Act, 2013, requires the following class of companies to appoint at least One.
Women Director:
i) Every listed company
ii) Every other public company having:-
a) paid up share capital of one hundred crore rupees or more; or
b) turnover of three hundred crore rupees or more:
However, a company, which has been incorporated under the Act and is covered under provisions of second proviso to sub- section (1) of section 149 shall comply with such provisions within a period of six months from the date of its incorporation.

Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligation Disclosure Requirements), Regulations 2015, requires that the composition of board of directors of the listed entity shall have an optimum combination of executive and non-executive directors with at least one woman director and not less than fifty per cent of the board of directors shall
comprise of non-executive directors.
However, the Board of directors of the top 500 listed entities shall have at least one independent woman director by April 1, 2019 and the Board of directors of the top 1000 listed entities shall have at least one independent woman director by April 1, 2020

Tenure of Woman Directors

The tenure of the appointment of a woman director is till the next Annual General Meeting (AGM) from the date of appointment. She is entitled to a re-appointment at the general meeting.

Disqualifications

Section 164- Disqualifications for appointment of Director A person intending to become a director shall ensure that he is eligible to be appointed as a director and does not incur any of the disqualifications stated under section 164 of the Act.
A person

• who is of unsound mind and stands so declared by a competent court.
• is an undischarged insolvent; he has applied to be adjudicated as an insolvent, and his application is pending.
• has been convicted by a court of any offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months, and a period of five years has not elapsed from the date of expiry of the sentence.
• against whom an order disqualifying him for appointment as a director has been passed by a court or Tribunal and the order is in force.
• has not paid any calls in respect of any shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call.
• has been convicted of the offence dealing with related party transactions under section 188 at any time during the last
  preceding five years; or
• the person appointed as a director of a company has not been allotted DIN shall not be eligible for appointment as director of a company.

Powers

Section 179- Powers of the Board
This section states that the Board of Directors of a company shall be entitled to exercise all such powers, and to do all such acts and things as the company is authorised to exercise and do, however it shall not be inconsistent with provisions contained in that behalf in this Act, or in the memorandum or articles, or in any regulations including regulations made by the company in general meeting.
The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:
✓ to make calls on shareholders in respect of money unpaid on their shares;
✓ to authorise buy-back of securities under section 68;
✓ to issue securities, including debentures, whether in or outside India.
✓ to borrow monies;
✓ to invest the funds of the company;
✓ to grant loans or give guarantee or provide security in respect of loans;
✓ to approve financial statement and the Board’s report;
✓ to diversify the business of the company;
✓ to approve amalgamation, merger or reconstruction

✓ to take over a company or acquire a controlling or substantial
stake in another company;
✓ any other matter which may be prescribed

• Section 180- Restrictions on Powers of the Board
  This section imposes restrictions on the powers of the Board on certain matters, and in respect of those matters, the Board can exercise its power only with the consent of the company by a special resolution.

Functions of Directors:

1. Strategic Planning: Directors are involved in the formulation and execution of the company’s strategic plans and objectives.
2. Compliance: Directors ensure that the company complies with all applicable laws, regulations, and corporate governance norms.
3. Risk Management: Directors participate in identifying, assessing, and managing risks that may affect the company.
4. Stakeholder Relations: Directors engage with various stakeholders, including shareholders, employees, customers, and regulatory authorities.
5. Board Meetings: Directors attend and actively participate in board meetings, where important decisions are made.

Conclusion:

It’s crucial to note that the specific powers and functions of directors, including women directors, can also be influenced by the company’s articles of association, board resolutions, and corporate governance policies. The intention behind having women directors is to promote diversity and inclusivity in corporate decision-making, and their powers and functions align with the broader responsibilities of the board of directors.