The Companies Act, 2013 is milestone legislation in India that revamped the laws governing a 

corporation from its birth to dissolution. The legislation attempted to try to do away with all the 

provisions that were outdated and inconsistent with growing business trends. 


Keeping in mind the limited representation of women in business in India, Section 149(1) of the 

Act provides for the compulsory appointment of one woman director in certain classes of 

companies. Section 149(1) is perhaps the first step towards achieving egalitarianism in the Indian 

corporate scenario. 





Mandatory “quotas” within the Board of Directors for women has been a much-debated issue 

since the overhaul of the Companies Act in 2013. Section 149 of the Companies Act, 2013 and 

SEBI (LODR), 2015 made it mandatory for all listed companies to have at least one woman on 

their boards making it landmark legislation of the Companies Act, 2013.  


The fact that the overall percentage of women occupying senior roles in Indian boardrooms is 

merely 8.5% in 2019, is a testimony to the fact that many lacunae still exist in this policy. India 

ranks at 23 out of 56 countries globally in terms of the presence of women in boardrooms.  



Are women quota’s efficient? 


While this provision clearly seem to be an efficient step towards achieving gender equality, the 

compliance by companies reveals otherwise. The National Stock Exchange (NSE) reported that 

out of 1,723 listed companies, 1,667 companies had met the mandate of one woman director on 

board. But out of this pool, women directors in 425 companies belonged to the promoter group 

or family. The women directors who are being appointed to the board, are to merely meet the 

mandate and do not fulfill the purpose of the legislation in its essence. That dilutes the very 

purpose of giving more representation to women, and to assist break the glass ceiling that has 

long held them back from reaching headship roles. Women empowerment is not something 

where a woman can merely play a simple role in a corporate but should be a part of the higher 

level of the decision making process. 



Provisions under Companies Act, 2013: 


As per the second proviso to Section 149(1) read with Rule 3 of The Companies 

(Appointment and Qualification of Directors) Rules, 2014 (Chapter 11) following class of 

companies are required to appoint a minimum of one Women Director: 

∙Every listed company; 

∙Every other public company having- 

opaid-up capital of One Hundred Crore Rupees or more; or 

oTurnover of Three Hundred Crore Rupees or more. 



The   time   is   given   to   the   company   for   compliance   with   the   provision: 


When the provision of appointment of a woman director applies to the company, the company 

shall comply with such provisions within six months from the date of its incorporation. 


Intermittent   Vacancy   of   a   Woman   Director: 


Any intermittent vacancy of a woman director shall be filled-up by the Board at the earliest but 

not later than: 

∙Immediate next Board meeting; or 

∙Three months from the date of such vacancy. 


Further, a Woman Director can be an executive director or a non-executive director. A woman 

director can hold the position of a director until the next Annual General Meeting from the date 

of appointment. She is also entitled to seek reappointment at the general meeting. It is pertinent 

to note that the tenure of a woman director is liable to retirement by rotation (Sub-section 6 of 

Section 152) similar to other types of directors. 


Provisions under SEBI (Listing Obligations and Disclosure Requirements), 2015: 


As per Regulation 17(1), the board of directors shall have an optimum combination of executive 

and non-executive directors with at least one woman director and not less than fifty percent of 

the board of directors shall comprise of non-executive directors; 



What are the Roles and Responsibilities of Women directors? 


The roles and responsibilities are the same as that of any other director. A woman can act as an 

independent director who is responsible for improving the corporate credibility and also 

improving governance standards of the company. Also, women directors can be appointed as a 

nominee director who mainly looks after and represents the interests of the appointee. An 

appointee can be a stakeholder, a creditor, or a shareholder. 

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