Examine the validity of the Board of directors' decision in respect of the following appointments of directors as per the provisions of the Companies Act, 2013: (i) Board of directors of a company which is not listed at

(i) Women Director In accordance with the provisions of Companies Act, 2013 as contained in first Proviso to Section 149(1) read with Rule 3 of Companies (Appointment & Qualification of Directors) Rules 2014, the following class of companies shall appoint at least one woman director on the Board of the company: Every listed company. Every other public company having- Paid-up share capital of ₹100 crore or more; or Turnover of ₹300 crore, or more. Therefore, the company is required to appoint a woman director since it falls within the criteria of appointment. Company's decision not to appoint a woman director is violative of the provisions. (ii) Resident Director The decision of the company not to appoint a Resident Director, is violative of the provisions of section 149(3) of the Companies Act, 2013, as every company is required to appoint at least one director who has stayed in India for a total period of not less than 182 days in the previous calendar year. (iii) Independent Director Section 149(1) of the Act provides that every listed public company shall have at least one- third of the total number of directors as independent directors. Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014 provides that the following class or classes of companies shall have at least 2 directors as Independent Directors- The public companies having paid up share capital of ₹10 crore or more; or The public companies having turnover of ₹100 crore or more; or The public companies which have, in aggregate outstanding loans, debentures and deposits, exceeding ₹50 crore. In the given case since the company is listed at Bombay Stock Exchange, it is required to appointment at 1/3rd of the total number of directors as independent directors. Therefore, Board's decision not to appoint Independent Director is violative of the provisions of the Companies Act, 2013.