“Evaluation of Role of Women Directors in Company” “V.1 I.1” of CALR | JALJ
  • Authors: Jitendra Kumar & Jutirani Talukdar
  • Institution: Symbiosis Law School, Symbiosis International Deemed University, Pune
  • Publication Date: 10th January 2021
  • Affiliation: Centre for Financial and Commercial Law

Abstract: The Companies Act, 2013 came into existence on 29th August 2013, replacing an almost six-decade old legislation regulating and governing the incorporation, registration and administration of companies. There are many requirements for the smooth functioning of the company, one such statutory requirement being that of appointing a Board of Directors (BOD). The BOD consists of various directors who are appointed during the Annual General Meetings (AGM). Section 2 (34)of the Act defines a director to mean a director appointed by the Board of a company. Directors are in the capacity of agents of the Company when they act on behalf of the company. This is required since the company cannot act on its own, as a person. However, in certain situations, though the company is regarded as the principal, it cannot direct the Board in decision making. When it comes to the properties and the assets of the company, they are regarded as their trustees. Trustees are the people in whom, the legal ownership of the assets is vested which they administer and govern for benefit of another. Directors are regarded as the trustees based upon a relationship of trust. This fiduciary capacity enjoins upon them the duty to act with utmost good faith, care and skill while representing the company or making any decision concerning it. A director is elected by the shareholders and once elected, his rights and duties cannot be interfered with and so the question of a director is an employee often arises. An employee is generally the servant of the company and they enjoy only those powers which are vested in them by the employer, who also has authority to interfere in his work. Thus, the director is usually considered to be the representative of the shareholders and not their employee but that does not stop him from entering into a special contract for employment in the company. The directors thus play different roles depending upon the facts and circumstances under which they are supposed to act. The directors as the Board act on behalf of the company whenever required (as mentioned in the Company Law legislation). Nevertheless, their legal position is extremely difficult to be determined. Section 149 states that every company shall have a BOD and at least one of them should be a women director. Every listed company and every other public company having a paid-up share capital of 1oo crore rupees or more or turnover of 300 crore rupees or more should have at least one woman director. Women comprise a minority of most BODs. Some BoDs are completely male-dominated. Though various alternatives for increasing the number of females have been initiated and debated, identifiable barriers still exist pertaining to the participation of women. In this research paper, the light will be thrown on the history, jurisprudence, need and misuse of the statutory provision which provides for at least one woman director in the company.

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Author - Jutirani Talukdar
Author - Jitendra Kumar
Evaluation of Role of Women Directors in Company

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