| Sl. No. | Particulars | Companies Act, 2013 | Companies Act, 1956 |
| 1. | Number of directors |
Section 149(1) Minimum No. of directors: Private Company – 2 (Two) Public Company – 3 (Three) Maximum No. of directors: Can be increased beyond 15 (Fifteen) by means of special resolution |
Section 259 Minimum No. of directors: No change Maximum No. of directors: Can be increased beyond 12 (Twelve) with the prior approval of Central Government |
| 2. | Woman Director |
Section 149(1) Every listed company and public company having paid up share capital of Rs. 100.00 crore or more [or] turnover of Rs. 300.00 crore or more shall have at least one woman director. |
No such provision existed |
| 3. | Resident Directors |
Section 149(3) Every company shall have at least one resident director who has stayed in India for a minimum period of 182 days in the previous calendar year. |
No such provision existed |
| 4. | Independent Directors |
Section 149 (4) Listed companies: Shall have at least 1/3rd of its total directors as independent directors Public companies: Having paid up share capital of Rs. 10.00 crore or more [or] turnover of Rs. 100.00 crore or more [or] which have, in aggregate, outstanding loans or borrowings or debentures or deposits, exceeding Rs. 50.00 crore or more shall have at least two independent directors on its board. |
No such provision existed |
| 5. | Right of the person other than retiring directors to stand for directorship |
Section 160(1) Every person intending to be appointed director at any general meeting has deposit Rs. 1.00 lac which will be refunded once he is appointed or when he gets more than 25% of the total valid votes cast either on show of hands or on poll on such resolution |
Section 257 As per Section 257 of the Companies, every person intending to be appointed as director has to deposit Rs. 500.00 which would be refunded in case he is appointed as director |
| 6. | Number of directorships |
Section 165 Maximum No. of directorships including alternate directorship – 20 (Twenty) and maximum of no. of directorships in case of public companies shall not exceed 10 (Ten) |
Section 275 & 278 No change in the maximum no. of directorships but alternate directorships are excluded from maximum no. of directorship under Companies Act, 1956 |
| 7 | Vacation of office of director |
Section 167 (1)(b) The office of a director shall become vacant, if he absents for all the board meetings held during a period of 12 (Twelve) months with or without leave of absence |
Section 283(1)(g) The office of a director shall become vacant, if he absents from three consecutive board meetings or from all board meetings for continues period of three months, whichever is longer, without obtaining leave of absence. That means a director is allowed to take leave of absence for all meetings |
| 8 | Resignation of Director |
Section 168 In case of resignation of director, in addition to Company, the concerned director has to file a copy of his resignation within 30 days of resignation |
No such provision existed |