Director is a crucial position of a company as director is responsible for all the major decision related to the working of a company. Director has an important role to play in a company as he has various duties and responsibilities in a company. He needs to act according to the Article of Association of a company where his role is enlisted even before the commencement of a company.Section 149(1) of the Companies Act, 2013 states that every company shall have a minimum number of 3 directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company. In this particular article I would describe about the women director and its duties.
The definition of the term ‘director’ and its dutieswas first time embodied in The Company Act 2013.Section 2(34) of the Company Act 2013, defines “A director is appointed to the Board of a company.”
Indian constitution provide for equality in respect of equal opportunity and rights for men and women both. But with the growing need it was asserted that women were neglected and not preferred in comparison to men when talked about job opportunity. In respect of the provision of the Indian constitution i.e. to provide equality there was a need to empower the women and give them equal opportunity in employment in a company. The Company Act 2013 first time introduced and prescribed the provision of the “women director” which state there is a compulsory rule for every company to appoint minimum one women director in a company.
Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 deals with women director on the board. With regard to section 149, the following companies shall appoint at least one women director on the board. Firstly, for every listed company and 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
Women director would be independent and have similar responsibilities and powers as other directors have i.e. as follow:-
- Director has a primary duty to act in best interests of the company to achieve the motive of the company.
- Director also has a duty to maintain confidentiality if it’s expected for all internal decision.
- Director has a duty not to misuse company’s assets or use it for personal benefit and to participate in any act in which he has personal profit.
- Director has a duty not to make any secret profit during the transaction of the business.
- Director has duty as well as power to attend meeting and take final decision.
- And most important duty of a director is not to exceed its power as incorporatedin Article of Association.
I would like to conclude the article by stating that the Company act introduced compulsion of the women director’s provision as there was a social need in a society where the society though talked about equality, but at the same time female were not given equal opportunity in comparison to male in job field, thereof introduction of female director was an opportunity for women who has capability and wants to work. Hence under this provision every company should have minimum one women director otherwise would be at default and the women director would have equal opportunity to other directors i.e. same powers and duties as prescribed in MOA and AOA of the company. Thereof this provision was indeed necessary for uplifting women’s status in society.
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