The following class of companies shall appoint at least one woman director-

▶Every listed company;

▶ Every other public company having –

• Paid–up share capital of one hundred crore rupees or more;

OR

• Turnover of three hundred crore rupees or more

It is hereby clarified that the paid up share capital or turnover, as the case may be, as on the last date of latest audited financial statements shall be taken into account.

Woman director can also be appointed at the time of incorporation of company or after the crossing the paid up /turnover limit criteria.

❁ Woman Director must be appointed within 6 months from the date of the incorporation of the Company.

❁ In case of any intermittent  vacancy of the woman Director it should be filled at immediate next board meeting

OR

Within 3 months from date of Vacancy

Whichever is later

If the company has more than one woman director, the vacancy caused by one of them is not considered as intermittent vacancy according to the Companies Act 2013.

The Tenure of the appointment of women director is till the next Annual General Meeting from the date Appointment, and can resign at any time she wishes by giving notice to the Company.

She can also be reappointed and liable to retire by rotation.

The Woman director can act and have all the powers like other appointed director.

The various general roles are as follows:-

➽ To act in accordance with the articles of the company,

➽ To act in good faith in order to promote the objects of the company for the benefit of its members as a whole;

➽ To act in the best interest of the company, its employees, shareholders, community and for the protection of environment;

➽ To exercise due and reasonable care, skill and diligence and independent judgment;

➽ To avoid direct or indirect conflicts of interest;

➽ To avoid undue gain or advantage either to himself or relatives, partners or associates; and

➽ Not to assign his office to any other person;

⌛ Digital signature of proposed director -The Director must have a valid Digital Signature Certificate (DSC) issued by the Certifying Authority in India. DSC is of Woman director required for filing DIR -12 form.

⌛ Director Identification Number – It is the unique identification number allotted to every director. Form DIR 3 need to be filed for allotment of DIN or must have active DIN.

⌛ DIR-8 – Intimation by the proposed director in form DIR-8 should be provided in which she is not disqualified as per section 164(2) of the companies act, 2013.

⌛ Identity proof and Residence proof of Director – The Woman director must have Pan card, any other identity proof and any residence proof

✍️ Call the Board meeting – Convene a board meeting by giving at least 7 days prior notice and Seek approval of the Board of directors regarding the Appointment of Woman Director.

✍️ Authorize the Company secretary or any Director sign the relevant documents and form for filing to the Registrar of Companies.

✍️ Filing form DIR-12 –The form DIR-12 should be filed within 30 days of passing of resolution giving details about particulars of appointment of Woman director.

✍️ Attachments and details – The various documents need to be attached in form DIR-12 such as

• Appointment letter received by Proposed Woman director
• Certified true copy of Board Resolution
• Consent of Woman director in DIR 2
• Details about Disclosure of interest in other entities
• Pan card ,ID Proof and Residence proof of the Proposed Woman Director

✍️ Uploading and approval of Form DIR-12

Notes-After the Appointment of Woman Director, he/she should inform the other companies in which he/she is a Director by filing the Form MBP-1 about his Appointment.