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Board of Directors under the Companies Act, 2013

Board of Directors under the Companies Act, 2013

Board Structure under the Companies Act, 2013

Minimum & Maximum number of Directors as per Section 149 of the Companies Act, 2013

Minimum

Maximum

  • 3 directors in the case of a public company·
  • 2 directors in the case of a private company
  • 1 director in the case of a One Person Company
  •  A company can have 15 directors on its board at a time; the limit can be increased by passing a special resolution.

The Companies Act, 2013 provides for different types of directors like Independent director, Woman director etc., on the Board of a Company on fulfillment of certain criteria. The requirements of the Board of Directors of a company are detailed below-

Types of Companies

Types of Directors mandatorily required on the Board of directors of a Company

All Companies
  • A resident director who has stayed in India for a total period of not less than 182 days in the previous calendar year.
For every Listed Public Company
  • 1/3rd of the total number of directors as independent directors along with other directors.
  • One Woman director
  • Small Shareholder director if notice by not less than 1000 or 1/10th of the total number of small shareholders, whichever is lower, is given for the appointment.
Public Companies having paid-up share capital of Rs. 10 crore or more
  • 2 of the total number of directors as independent directors along with other directors.
  • Pursuant to the notification G.S.R. 466(E) dated 5th June 2015 issued under section 462 of the Companies Act 2013, a section 8 company is not required to appoint an independent director

 

Public companies having paid-up share capital of Rs 100 crore or more
  • At least one woman director on board

 

Public companies having turnover of Rs 100 crore or more
  • 2 of the total number of directors as independent directors along with other directors.
  • Pursuant to the notification G.S.R. 466(E) dated 5th June 2015 issued under section 462 of the Companies Act 2013, a section 8 company is not required to appoint an independent director.

 

Public companies having turnover of Rs 300 crore or more
  • One Woman director

 

Public companies which have, in aggregate, outstanding loans or borrowings or debentures or deposits, exceeding Rs 50 crore.
  • 2 of the total number of directors as independent directors along with other directors.
  • Pursuant to the notification G.S.R. 466(E) dated 5th June 2015 issued under section 462 of the Companies Act 2013, a section 8 company is not required to appoint an independent director.

Board of Directors under the Companies Act, 2013

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