The document discusses various requirements for directors and key managerial personnel under the Companies Act 2013. It outlines the minimum and maximum number of directors allowed for different types of companies. It also discusses requirements for appointing independent directors, woman directors, and small shareholders' directors. Other topics covered include director identification numbers, appointment and vacation of directorship, resignation and removal of directors, and requirements for appointing key managerial personnel.

1. DIRECTORS UNDER COMPANIES ACT 2013
Prepared by
-Dhaval Ramani

2. DIRECTORS
Minimum
In Public
-3
In
Private-2
In OPC-1
Maximum
In
Public-15
In Private
-15
In OPC-
15
• Number of Directors:-
 Can increase number by passing Special Resolution.

3.  1 Woman Director to be appointed:-
a) every listed company;
b) every public company having
i) paid up share capital of 1oo crore rupees or more OR
ii) turnover of 300 crore rupees or more.
 Section 165-Number of directorship:-
 Shall hold office as a director including alternate director
in more than 20 companies at same time.
 Directorship of director in public companies shall not be
exceeding 10.
 By passing Special resolution in general meeting can
reduce directorship of director.

4.  One Director must stay in India for not less than 182
days in previous year.
 Every listed company shall have atleast 1/3 of total
number of director as Independent director or as
central government may prescribe minimum of
directors in any class of or classes of public companies.
 Every company have to comply with this act within 1
year from the date of commencement or from the date
of notification of the rules for subsection 3.

5. Independent Director U/S 149(6)
 Criteria for appointment of Independent Director
Public companies shall have at least two directors
as independent directors
a. having paid up share capital of 10 crore rupees or
more; or
b. having turnover of 100 crore rupees or more; or
c. have, in aggregate, outstanding loans, debentures and
deposits, exceeding 50 crore rupees.

6.  Office Holding Period of Independent Director:-
 shall hold office for a term up to five consecutive
years.
 reappointment on passing of a special resolution by
the company &
 disclosure of such appointment in the Board's report.
 No independent director shall hold office for more
than two consecutive terms, but such independent
director shall be eligible for appointment after the
expiration of three years of ceasing to become an
independent director.
 Section 150 - Data bank for Independent Director
 make application in DIR-1 for I.D. in Databank
 if any change in data, Intimation to be made within 15
days.

7. Section 151- Small Shareholders
 A listed company may upon notice of
 not less than 1/10 of total number of shareholders or
 not less than 1000 small shareholder
whichever is lower may elect small
shareholders’ Director.
 Not to retire by rotation
 Tenure for 3 years
 Shall not eligible for reappointment.
 Shall not be small shareholder’s director in not
more than 2 companies.
 Has to maintain cooling period of 3 years for
reappointment in same company.

8. Director Identification Number u/s 153-158
 Application for DIN in Form DIR-3 to CG.
 Verification must be in Form DIR-4
 DSC of Applicant is necessary to sign Form DIR-3
 DIN No. shall not be utilized till Confirmed by CG
 Must allotted DIN no. within 1 Month from application.
 If application rejected than resubmit within 15 days.
 Changes in DIN in Form DIR-6 within 30 days from DIN allotted.
 Verification in Form DIR-7 attached in Form DIN-6.
Cancellation or surrender or Deactivation of DIN
 DIN is found to be duplicated.
 Obtained in wrongful manner.
 Death of Concern individual.
 Individual declared as person of unsound mind.
 Application for surrender of DIN in Form DIN-5 by DIN holder.

9. Appointment & Vacation of Director u/s 152 & 167
Appointment of director
 Appoint in general meeting
 Must have DIN no. u/s 154.
 Declaration for not disqualified u/s 164.
 Must give consent in writing in Form DIN-2.
 within 30days give consent in Form DIR-12 to ROC.
Vacation of office of director
 Disqualification u/s 164 in Form DIR-8
 Absent in Board Meeting held during period of 12 months with or without seeking
leave of absence.
 Acts in contravention of section 184.
 Fails to disclose interest in any contract or arrangement.
 Disqualified by order of court or tribunal.
 Removed in pursuance of provision of this Act.
 Holding any office or other employment in holding, subsidiary or associate
company
 Imprisonment not less than 6 months for moral turpitude or otherwise.

10. Resignation & Removal of Director u/s 168 & 169
Resignation of Director
 Director shall make application to company for resignation.
 Within 30 days from receipt of notice, company shall file Form DIR-
12 with ROC.
 Within 30 days from resignation, Director shall file Form DIR-11 with
ROC.
 If all Director resigned/ vacate office u/s 167, then promoter or in his
absence C.G. appoint directors who hold office till next AGM.
Removal of Director
 A Special notice is required for removal of Director before his term.
 By passing Ordinary resolution company can remove director.
 In that meeting appoint new director in his place by giving Special
Notice by Members.
 If No appointment is made under this section, then appointment
through Casual vacancy.
Section 170 – Every company shall keep at registered office a register
of such particulars with shareholding of Director and Key
managerial personnel as may be prescribed.

11. KEY MANAGERIAL PERSONNEL u/s 203
 KMP includes
 Managing Director or Chief Executive officer or manager
 In their absence a Whole Time Director
 Company Secretary
 Chief Financial Officer.
 KMP to be appointed by
 Every listed company &
 Every other public company having a paid-up share capital
of ten crore rupees or more.
 Appointment to be intimated to ROC in Form MR-1
within 60 days

12. THANK YOU