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of <h1>Section 149: Board composition, independent directors, woman and resident director requirements, term limits, liability safeguards explained</h1> Section 149 mandates every company to have a Board of Directors comprising individuals, with prescribed minimum and maximum numbers, including mandatory woman director(s) for specified classes and at least one resident director. Listed public companies must have at least one-third independent directors, and certain public companies may also be prescribed minimum independent directors. It defines stringent independence criteria, including absence of promoter status, significant pecuniary relationships, key managerial connections, specified holdings, or certain professional or nonprofit links. Independent directors must periodically declare independence, follow Schedule IV, have restricted remuneration (no stock options), and generally serve up to two consecutive five-year terms with a cooling-off period. Their liability is limited to acts done with knowledge, consent, connivance, or lack of diligence.
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