Mirage Ltd. is an unlisted company having 15 directors on its Board. The company has paid-up share capital of ₹200 crore and has achieved in the previous financial year a turnover of ₹400 crore. The provisions of the Com

Woman Director Proviso to Section 149(1) read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 provides that the following class of companies shall appoint at least one woman director. These companies under the provisions are: Every listed company; and Every other public company having - (a) paid-up share capital of ₹ 100 crore or more; or (b) a Turnover of ₹ 300 crore or more. Accordingly, since Mirage Limited is a public company and the paid up capital of company is ₹ 200 crores, the company shall appoint at least one woman director. Resident Director Section 149 (3) requires every company to have at least one director who has stayed in India for a total period of not less than 182 days in the previous calendar year. This section is applicable to every kind of company whether listed or unlisted, private or public. Accordingly, the company is required to have one Resident Director. Independent Director As per Section 149(4), every listed company shall have at least 1/3rd of the total numbers as independent directors. The Central Government, may however, prescribe the minimum number of Independent Directors in case of any class or classes of public companies. According to Rule 4 of the Companies (Appointment and qualification of Directors) Rules, 2014 provides that the following companies are required to have at least 2 directors as independent directors: The public companies have paid up share capital of ₹ 10 crore or more; or Public companies having turnover of ₹ 100 crore or more; or Public companies which have, in aggregate, outstanding loans, debentures, and deposits, exceeding ₹ 50 crore. In the given case, since the company fulfils the conditions as required in respect of paid-up capital and turnover, the company must appoint atleast 2 independent directors.