Directors And Their Powers | Maximum Number Of Directors | Maximum Number Of Directorship | Composition Of Board | Resignation Of Director | Vacancy Of Office  For Not Attending Board Meetings | Disclosures In Board’s Report | Special Resolution

Major Changes 

• Maximum Number of Directors
• Maximum number of Directorship
• Composition of Board
• Resignation of Director
• Vacancy of Office for Not Attending Board Meetings
• Disclosures in Board’s Report

Maximum Number of Directors

The Companies Act, 1956

Maximum Number of Directors – 12

The Companies Bill, 2013

Maximum Number of Directors – 15

Number of Directors can be increased by passing a Special Resolution

Maximum Number of Directorship

The Companies Act, 1956

Maximum number of Directorship – 15

Excluding 

Private Companies,

Unlimited Companies,

Alternate Directorship and

Directorship in Non-Profit Associations

The Companies Bill, 2013

Maximum number of Directorship – 20

Out of which not more than 10 can be Public Companies.

Includes Alternate Directorship also.

No specific exclusions provided.

Composition of Board

The Companies Act, 1956

• Private Companies – Minimum 2 Directors

• Public Companies – Minimum 3 Directors, Maximum 12 Directors

The Companies Bill, 2013

• Prescribed class of companies are required to appoint at least 1 Woman Director :)

• At least 1 director should be a person who has stayed in India for a period not Less Than 182 days in previous year.

• Listed Companies to have at least One Third Independent Directors

• Existing companies to get a Transition Period of 1 Year to comply

Resignation of Director

The Companies Act, 1956

No specific provisions except that any change in directors to be filed with ROC Within 30 Days

The Companies Bill, 2013

A copy of resignation letter and detailed reasons for resignation has to be send to the Registrar Within 30 Days of resignation by the Director Himself

 Vacancy of Office for Not Attending Board Meetings

 The Companies Act, 1956

The office of a director is considered vacant if he is absent from Three Consecutive Meetings of the Board of directors, or from all meetings of the Board, for a continuous period of Three Months, whichever is Longer, without obtaining leave of absence from the Board

The Companies Bill, 2013

The office of a director is considered vacant if he is absent from all the meetings of the Board of Directors held during a period of Twelve Months with or without seeking leave of absence of the Board.

Disclosures in Board’s Report

The Companies Act, 1956

Disclosure requirements of Board’s report are explained under Section 217.

The Companies Bill, 2013

Some Additional Disclosures proposed by the Bill:

• Extract of Annual Return

• Number of board Indian Legal Updates meetings

• CSR initiatives and policy

• Particulars of loans

• Guarantees

• Investments etc.