The document summarizes new requirements for directors and key managerial personnel under the Indian Companies Act of 2013. It states that every company must have a minimum of 1-3 directors depending on the type of company, and the maximum number of directors is 15 without shareholder approval. It introduces requirements for women directors, resident directors, and independent directors. It also outlines duties, restrictions, and penalties for directors regarding conflicts of interest, loans to directors, and disclosure of interests. Key managerial personnel are also defined and restrictions on their roles are presented.

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New Facts about
Directors under
Companies Act, 2013

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Every Company shall have minimum:-
•Public Company - 3 Directors
•Private Company - 2 Directors
•One Person Company - 1 Director
•Max. No. of directors on Board - 15 Directors*
Introduction of New Concepts – Woman Director,
Residential Director and Independent Director.
Every Company shall have at least 1 Resident Director
CAPPING: A person, at same time, shall not be
appointed as director (including alternate Director) in
more than 20 companies (out of which at most 10 public
companies) (S-165)
*Appointment of more than 15 Directors would require
approval of share holders through SR.
Number of Directorship
Duties of Directors
Duties are specifically prescribed in New Act:
•Shall act in accordance with the articles of
the company.
•Shall act in good faith in order to promote
the objects and interest of the company, the
community and for the protection of
environment.
•Shall not involve in situation in which his
(direct or indirect) interest conflict interest of
company
•Shall not achieve or attempt to achieve any
undue gain or advantage either to himself or
to his relatives, partners, or associates .
•Shall not assign his office and any
assignment so made shall be void.
PUNISHMENT:
Director : Fine (min.1 – max.5 lakh rupees)

3. No company shall give any advance or any loan
and any guarantee or security to the loan.
Exception:
(1) Any loan given to its Managing Director or
Whole Time Director as part of the conditions
of services etc or pursuant to the scheme
approved by the member by Special Resolution
(or)
(2) A company gives any loan or guarantee or
provide security in ordinary course of its
business for due repayment of loan. In this
regard interest is charged at a rate not less
than the bank rate declared by RBI.
o Punishment:
Company – Fine min. Rs.5 Lakhs – Max. 25
lakhs
Director or any other person – Imprisonment
may extend to 6 months; or Fine min. Rs.5
Lakhs – Max. 25 lakhs ; or both.
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Every Director shall disclose the nature of concern
or interest at the time of appointment, first board
meeting in f/y and where there is change from the
previous disclosure.
Director’s participation in meeting involving his
interest in any contract or arrangement:-
Public Company – Shall not participate in meeting
Private Company - cannot vote or take part in
discussion
o Punishment: Imprisonment upto 1 year or fine
min.Rs.50,000 – max.1Rs. Lakhs or both
Mandatory Disclosure of Interest
Loan to Director

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INDEPENDENT DIRECTORS
•Independent Director(ID) is a director other than MD or
WTD or Nominee Director.
•Listed Company shall have atleast 1/3 of total no. of
director and in case of Public Company, C/G may prescribe
minimum no.
•Appointment of ID subject to approval of Company in GM
and explanatory statement annexed to notice of GM must
include the reason of choosing the ID.
•Independent Directors need to be evaluated by Board on
the basis of performance.
•There must be atleast one meeting of
Independent Directors” without the presence of
“non independent Directors and members of
management”.
•An Independent Director shall be appointed for
a term up to 5 Consecutive Years and eligible for
re-app. by approval through SR.
•Independent Director is not entitled to any
stock option.
•ID can’t be relative of director or relative of
person occupying mgt. position at one level
below the board.

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KMP means the CEO/MD/Manager/CS/CFO/WTD
and includes such other officer as may be prescribed
by CG.
Every whole time KMP shall be appointed by Board
Resolution.
A whole time KMP shall not hold office in more than
one Company except subsidiary company but he can
be app. director in another company with the
permission of company
K.M.P. (Key Managerial Peron) Woman Director
Every listed company shall appoint atleast
one woman director within one year from
the commencement of the provision.
Every other public company having paid
up share capital in excess of Rs.100 crores
or turnover of Rs.300 crores or more shall
appoint a woman director within 3 years
from the commencement of the provision.

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