law: Companies Act, 2013 
  Chapter
  
  XI
  Appointment
  
  and Qualifications of Directors
  149.
  
    Company
  
  to have Board of Directors.
  1.      Every company shall
  
  have a Board of Directors consisting of individuals as directors and shall
  
  haveŚ
  a.     
  
    a
  
  minimum number of three directors in the case of a public company, two
  
  directors in the case of a private company, and one director in the case of a
  
  One Person Company; and
  b.    
  
    a
  
  maximum of fifteen directors:
  Provided
  
  that a company may appoint more than fifteen directors after passing a special
  
  resolution:
  Provided
  
  further that such class or classes of companies as may be prescribed, shall
  
  have at least one woman director.
  1.     
  2.      (2 ) Every
  
  company existing on or before the date of commencement of this Act shall within
  
  one year from such commencement comply with the requirements of the provisions
  
  of sub-section (1 ).
  3.      (3 ) Every
  
  company shall have at least one director who has stayed in India for a total
  
  period of not less than one hundred and eighty-two days in the previous
  
  calendar year.
  4.      (4 ) Every
  
  listed public company shall have at least one-third of the total number of
  
  directors as independent directors and the Central Government may prescribe the
  
  minimum number of independent directors in case of any class or classes of
  
  public companies.
  Explanation. ŚFor the purposes of
  
  this sub-section, any fraction contained in such one-third number shall be
  
  rounded off as one.
  1.     
  2.     
  3.     
  4.     
  5.      Every company
  
  existing on or before the date of commencement of this Act shall, within one
  
  year from such commencement or from the date of notification of the rules in
  
  this regard as may be applicable, comply with the requirements of the
  
  provisions of sub-section (4 ).
  6.      An independent
  
  director in relation to a company, means a director other than a managing
  
  director or a whole-time director or a nominee director,Ś
  a.     
  
    who,
  
  in the opinion of the Board, is a person of integrity and possesses relevant
  
  expertise and experience;
  b.    
  
  
                       
  
   i.        
  
    who
  
  is or was not a promoter of the company or its holding, subsidiary or associate
  
  company;
                      
  
   ii.        
  
    who
  
  is not related to promoters or directors in the company, its holding,
  
  subsidiary or associate company;
  a.     
  
  
  b.     
  
  
  c.     
  
    who
  
  has or had no pecuniary relationship with the company, its holding, subsidiary
  
  or associate company, or their promoters, or directors, during the two
  
  immediately preceding financial years or during the current financial year;
  d.    
  
    none
  
  of whose relatives has or had pecuniary relationship or transaction with the
  
  company, its holding, subsidiary or associate company, or their promoters, or
  
  directors, amounting to two per cent. or more of its gross turnover or total
  
  income or fifty lakh rupees or such higher amount as may be prescribed,
  
  whichever is lower, during the two immediately preceding financial years or
  
  during the current financial year;
  e.     
  
    who,
  
  neither himself nor any of his relativesŚ
                       
  
   i.        
  
    holds
  
  or has held the position of a key managerial personnel or is or has been
  
  employee of the company or its holding, subsidiary or associate company in any
  
  of the three financial years immediately preceding the financial year in which
  
  he is proposed to be appointed;
                      
  
   ii.        
  
    is
  
  or has been an employee or proprietor or a partner, in any of the three
  
  financial years immediately preceding the financial year in which he is
  
  proposed to be appointed, ofŚ
  a.     
  
    a
  
  firm of auditors or company secretaries in practice or cost auditors of the
  
  company or its holding, subsidiary or associate company; or
  b.    
  
    any
  
  legal or a consulting firm that has or had any transaction with the company,
  
  its holding, subsidiary or associate company amounting to ten per cent. or more
  
  of the gross turnover of such firm;
                     
  
   i.        
  
  
                     
  
   ii.        
  
  
                     
  
   iii.        
  
    holds
  
  together with his relatives two per cent. or more of the total voting power of
  
  the company; or
                     
  
   iv.        
  
    is
  
  a Chief Executive or director, by whatever name called, of any nonprofit
  
  organisation that receives twenty-five per cent. or more of its receipts from
  
  the company, any of its promoters, directors or its holding, subsidiary or
  
  associate company or that holds two per cent. or more of the total voting power
  
  of the company; or
  a.     
  
  
  b.     
  
  
  c.     
  
  
  d.     
  
  
  e.     
  
  
  f.     
  
    who
  
  possesses such other qualifications as may be prescribed.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  7.      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 director, give a declaration that he meets the criteria
  
  of independence as provided in sub-section (6 ).
  Explanation .ŚFor the purposes of
  
  this section, ōnominee directorö means a director nominated by any financial
  
  institution 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.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  7.     
  8.      The company and
  
  independent directors shall abide by the provisions specified in Schedule IV.
  9.      Notwithstanding
  
  anything contained in any other provision of this Act, but subject to the
  
  provisions of sections 197 and 198, an independent director shall not be
  
  entitled to any stock option and may receive remuneration by way of fee
  
  provided under sub-section (5 ) of section 197, reimbursement of expenses
  
  for participation in the Board and other meetings and profit related commission
  
  as may be approved by the members.
  10.   Subject to the
  
  provisions of section 152, an independent director shall hold office for a term
  
  up to five consecutive years on the Board of a company, but shall be eligible
  
  for reappointment on passing of a special resolution by the company and
  
  disclosure of such appointment in the Board's report.
  11.   Notwithstanding
  
  anything contained in sub-section (10 ), no independent director shall
  
  hold office for more than two consecutive terms, but such independent director
  
  shall be eligible for appointment after the expiration of three years of
  
  ceasing to become an independent director:
  Provided
  
  that an independent director shall not, during the said period of three years,
  
  be appointed in or be associated with the company in any other capacity, either
  
  directly or indirectly.
  Explanation.Ś For the purposes of
  
  sub-sections (10 ) and (11 ), any tenure of an independent director
  
  on the date of commencement of this Act shall not be counted as a term under
  
  those sub-sections.
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
  9.  
  10.  
  11.  
  12.   Notwithstanding
  
  anything contained in this Act,Ś
               
  
   i.        
  
    an
  
  independent director;
              
  
   ii.        
  
    a
  
  non-executive director not being promoter or key managerial personnel, shall be
  
  held liable, only in respect of such acts of omission or commission by a
  
  company which had occurred with his knowledge, attributable through Board
  
  processes, and with his consent or connivance or where he had not acted
  
  diligently.
  13.   The provisions of
  
  sub-sections (6 ) and (7 ) of section 152 in respect of retirement
  
  of directors by rotation shall not be applicable to appointment of independent
  
  directors.