Background:

Section 149 of the Companies Act read with the Appointment and Qualifications of Directors provides that the following companies are required to have at least one woman director on its board:

• Every listed company;
• Every other public company having paid up share capital of 100 crore rupees or more; or turnover of three hundred crore rupees or more

Existing companies meeting aforesaid criteria were supposed to comply with the requirement within 1 year, i.e. by April 01, 2015 { refer Section 149(2) of the Companies Act, 2013}.

Earlier circulars issued by SEBI

The Securities and Exchange Board of India vide Circular No. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014, amended the provisions of Clause 49 of Listing Agreement relating to Corporate Governance, mandating, inter-alia, that the Board of Directors of listed entities shall have an optimum combination of executive and non-executive directors with at least one woman director. Further, vide Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the timeline to comply with the aforesaid requirement was extended to March 31, 2015.

Uniform fine structure

SEBI, vide Circular No. CIR/MRD/DSA/31/2013 dated 30th September, 2013, has prescribed the uniform fine structure for non-compliance with certain provisions of the Listing Agreement including Clause 49.

Amendment in Bye-laws

The Stock Exchanges have amended their bye laws to the effect that issuer shall be liable to pay fine(s) as prescribed by Stock Exchanges and/or SEBI for non-compliance with the provisions of Listing Agreement etc.

In continuation to the aforesaid circular, the Stock Exchanges are advised to impose the following fine on listed entities for noncompliance with the requirement of Clause 49(II)(A)(1) of Listing Agreement:

Sr. No.	Compliance Status	Fine Structure
1.	Listed entities complying between April 1, 2015 and June 30, 2015	Rs. 50,000/-
2.	Listed entities complying between July 1, 2015 and  September 30, 2015	Rs. 50,000 + Rs. 1000/- per day w.e.f. July 1, 2015 till the date of compliance
3.	Listed entities complying on or after October 1, 2015	Rs. 1,42,000/- + Rs. 5000/- per day from October 1, 2015 till the date of compliance