Companies Act Section 165 — Number of directorships
CHAPTER XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS
Commercial / Corporate
Summary
Sub-section (1) sets the overall limit on directorships. After this Act comes into force, no person can hold office as a director — including any alternate directorship — in more than twenty companies at the same time. However, the maximum number of public companies in which a person can be appointed as a director is capped at ten. For counting the limit of public companies, directorships in private companies that are either holding or subsidiary companies of a public company are also included. For counting the overall limit of twenty companies, directorships in a dormant company are not included.
Sub-section (2) allows the members of a company to set a lower limit. Subject to the limits in sub-section (1), the members of a company may, by special resolution, specify a lesser number of companies in which a director of that company may act as a director.
Sub-section (3) deals with people who already hold too many directorships when the Act comes into force. Any person holding office as a director in more companies than the limits specified in sub-section (1), immediately before the commencement of this Act, must, within one year from that commencement, do three things: choose not more than the specified limit of those companies in which he wishes to continue as director; resign his office as director in the remaining companies; and intimate his choice to each of the companies where he was a director before the commencement, as well as to the Registrar having jurisdiction over each such company.
Sub-section (4) states when a resignation under sub-section (3) takes effect. Any resignation made in pursuance of clause (b) of sub-section (3) becomes effective immediately upon despatch of the resignation to the company concerned.
Sub-section (5) prohibits acting beyond the limit after a certain point. No such person shall act as director in more than the specified number of companies after despatching the resignation of his office as director or non-executive director under clause (b) of sub-section (3), or after the expiry of one year from the commencement of this Act, whichever is earlier.
Sub-section (6) provides the penalty for violating this section. If a person accepts an appointment as a director in violation of this section, he is liable to a penalty of two thousand rupees for each day after the first during which the violation continues, subject to a maximum of two lakh rupees.
Official Text
(1) No person, after the commencement of this Act, shall hold office as a director, including any alternate directorship, in more than twenty companies at the same time:
Provided that the maximum number of public companies in which a person can be appointed as a director shall not exceed ten. 3[Explanation I ].— For reckoning the limit of public companies in which a person can be appointed as director, directorship in private companies that are either holding or subsidiary company of a public company shall be included. 4[Explanation II.—For reckoning the limit of directorships of twenty companies, the directorship in a dormant company shall not be included.]
(2) Subject to the provisions of sub-section (1), the members of a company may, by special resolution, specify any lesser number of companies in which a director of the company may act as directors.
(3) Any person holding office as director in companies more than the limits as specified in sub-section (1), immediately before the commencement of this Act shall, within a period of one year from such commencement,—
(a) choose not more than the specified limit of those companies, as companies in which he wishes to continue to hold the office of director;
(b) resign his office as director in the other remaining companies; and
(c) intimate the choice made by him under clause (a), to each of the companies in which he was holding the office of director before such commencement and to the Registrar having jurisdiction in respect of each such company.
(4) Any resignation made in pursuance of clause (b) of sub-section (3) shall become effective immediately on the despatch thereof to the company concerned.
(5) No such person shall act as director in more than the specified number of companies,—
(a) after despatching the resignation of his office as director or non-executive director thereof, in pursuance of clause (b) of sub-section (3); or
(b) after the expiry of one year from the commencement of this Act, whichever is earlier. 5[
(6) If a person accepts an appointment as a director in violation of this section, he shall be liable to a penalty of two thousand rupees for each day after the first during which such violation continues, subject to a maximum of two lakh rupees.]