State with reasons, the composition of directors in a listed company: X is non-executive director of RST Limited. A, B and C are promoters of RST Limited. X is a Chairperson of the company and he is related to A. Suggest

Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 inter alia provides that 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. In the given case, X is Chairperson of RST Limited, who is non-executive director and X is related to promoter A of the company. Thus, RST Limited will be required to appoint at least half of the board of directors as independent directors.