Minimum and Maximum Directors

 Every company shall have a Board of Directors

consisting of individuals as Directors and shall have-
 a) A minimum numbers of 3 Directors in the case of
public company, 2 directors in the case of private
company, and 1 director in the case of One person
Company: and
 b) A maximum of 15 directors.
 Provided that a company may appoint more than 15
directors after passing a special resolution:
Women Director
Provided further that such class or classes of companies
as may be prescribed, shall have at least 1 women
director .
Resident Director
Every company shall have at least 1 director who have
stayed in India for the total period of not less than 182
days in the previous calendar year .
 Independent Directors
 Every listed public company shall have atleast 1/3rd of
the total number of directors as independent director
and the central Government may prescribe the
minimum number of independent directors in case of
any class or classes of public companies.
 Explanation- for the purpose of the subsection, any
fraction contained in such 1/3rd number rounded off
as 1.
 Declaration by independent
Director
Every Independent director shall at the first meeting of
the Board in which he participates as a Director and
thereafter at the first meeting of the Board in every
financial year or whenever there is any change in the
circumstances which may affect his status as an
independent directors, give a declaration that he
meets the criteria of independence.
 Schedule IV
Explanation –for the purpose of this section ,’nominee
director” means a director nominated by any financial
institutions in pursuance of the provisions of any law for
the time being in force, or of any agreement, or
appointed by any Government, or any other person to
represent its interests.
 Remuneration to Independent
Director
 An independent Director is entitled to sitting fees,
reimbursement of expenses for participation in the
board and other meetings and profit related
commission as may be approved by the members.
 They are not entitled to get Stock options
Re- appointment of Independent
Director
No independent director shall hold office for more than
2 consecutive terms, but such independent directors
shall be eligible for appointment after the expiration of 3
years of ceasing to become an independent director.