Tech Solutions Limited, a listed company with its high market capitalization ranks among the top 500 entities. Its board consist of 10 directors. The Chairperson is a non-executive director and also a promoter of the com

In accordance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors shall have optimum combination of executive and non-executive directors with at least one-woman director and not less than fifty per cent. of the board of directors shall comprise of non-executive directors. However, the Board of directors of the top 1000 listed entities shall have at least one independent woman director. Where the chairperson of the board of directors is a non-executive director, at least one-third of the board of directors shall comprise of independent directors and where the listed entity does not have a regular non-executive chairperson, at least half of the board of directors shall comprise of independent directors: However, where the regular non-executive chairperson is a promoter of the listed entity or is related to any promoter or person occupying management positions at the level of board of director or at one level below the board of directors, at least half of the board of directors of the listed entity shall consist of independent directors. Thus, in accordance with the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Tech Solutions Limited has made the below mentioned non-compliances in respect of the following: (i) Independent Directors - Since the Chairperson of Tech Solutions Limited is a non-executive director and a promoter, at least half of the board shall comprise of independent directors. Thus, Tech Solutions Limited shall have 5 Independent Directors. Here, only 3 out of 10 (30%) are independent directors. Hence, it has violated the regulation. (ii) Independent Woman Director - For top 1000 listed, Regulation requires at least one independent woman director. Here, the only woman director is a non-executive non-independent. Hence, Tech Solutions Limited has violated the regulation.