Destinations Ltd. is a listed company with paid-up share capital of ₹40 crore, turnover ₹200 crore but having a loss of ₹10 crore for the year ended 31 March, 2018. The woman director in the Board of the company resigned

CS Executive · Company Law · PYQS · December 2019
Destinations Ltd. is a listed company with paid-up share capital of ₹40 crore, turnover ₹200 crore but having a loss of ₹10 crore for the year ended 31 March, 2018. The woman director in the Board of the company resigned on 1 October, 2018. The last Board meeting was held on 25th September, 2018. The Board is likely to meet next on 15th January, 2019. Lalita, aged 30 years, has conveyed her interest to be associated with the company as a woman director. Discuss if any woman director is required to fill the vacancy and if so, when the appointed should be made as per the provisions of the Companies Act, 2013?

Answer & Explanation:

Second Proviso to section 149 of Companies Act, 2013 provides that such class or classes of companies as may be prescribed in Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014, provides that the following class of companies shall appoint at least one woman director- every listed company; every other public company having:- paid-up share capital of one hundred Crore rupees or more; or turn over of three hundred Crore rupees or more. However, any intermittent vacancy of a woman director shall be filled-up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy, whichever is later. In the given case, as Destinations Ltd is a listed company hence, the company is required to appoint a woman director in its board irrespective of paid up capital, turnover and loss amounts. The appointment of Ms. Lalita as woman director is to be made at the earliest but not later than immediate next board meeting i.e. 15th January, 2019 or 3 months from date of cause of vacancy i.e. 01st October, 2018; whichever is later, that means the appointment shall be made by 15th January, 2019.

Topics: Company Law

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