As per Section 149(1) read Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 below mentioned are the companies which must have atleast one director as women director: –

  • All Listed Companies
  • All Public companies having
  1. paid up share capital of Rs. 100 crore or more or
  2. with turnover of Rs. 300 crore or more

Additionally, SEBI vide its notification specify guidelines for listed companies for appointment of women director and these rules specify that from April 1, 2019 the Board of directors of the top 500 listed entities shall have at least one independent woman director and from April 1, 2020, the Board of directors of the top 1000 listed entities shall have at least one independent woman director. The top 500 and 1000 listed entities shall be categorized on the basis of market capitalization as at the end of the immediate previous financial year.

The above-mentioned listed companies have to appoint the women director and comply with the rules within the period of 1 year from the date of notification whereas the company covered under section 149 (1) shall comply with the provision within a period of six months from the date of incorporation.

Roles and Responsibilities:

Women Director has same roles and responsibilities as any other Director in the Board. A Women Director act as an independent director and is responsible to build up the transparency and accountability of the Board of Directors.


The Women Director is appointed till the next Annual General Meeting from the date of appointment and she can resign at any time by giving notice to the Company.

Women Director is liable to retire by rotation in accordance with the section 152(6). A Women Director can be appointed by the board/Shareholders at the time of incorporation or after the incorporation.

Intermittent Vacancy: In case of casual vacancy arises, the same shall be filled by the board within the period of three months from the date of casual vacancy or in immediate next board meeting whichever is later.

Requirements for appointment as women director:

A women director must obtain DIN to become Director of a Company, so any person who wishes to hold position of Director in any Company, he/she mandatorily obtain Director Identification Number (DIN).

A director gives Consent in Form DIR-2 in accordance with Section 152(5) and Rule 8 of the Companies (Appointment & Qualification of Directors) Rules 2014 and the same is also applicable on the women Director.

A women director must give declaration in Form DIR-8 in terms of (Appointment& Qualification of Directors) Rules 2014, specifying that she is not disqualified under Section 164(2) of the Companies Act,2013.

For the appointment of Women Director, the company must file E-form DIR-12 within 30 days of from the date of appointment with the Registrar of Companies (ROC).

Penalty for Non-Compliance:

The punishment prescribed under Section 172 shall be applicable, as there is no separate penalty mentioned for non-compliance of appointment of women director.

Section 172 cover the penalty/punishment for the contravention of Sections 149 to 171 (which exclusively deal with Appointment and Qualification of Directors and all the provisions related to directors).

Section 172 If a company is in default in complying with any the provisions of Sections 149 to 171 and for which no specific penalty or punishment is provided therein,

  • First Default – company and every officer of the company who is in default shall be liable to a penalty of Rs. 50,000
  • Continuing Default – Rs. 500 per day (subject to a maximum of Rs 3 lakh rupees in case of a company and Rs. 1 lakh rupees in case of an officer who is in default)