Surya Pharma Ltd. is a listed company having 10 directors, 3 Executive Directors and promoters of the Company.One of the executive directors, Mr. P is also the Chairman of the Company.The company has 2 Non-Executive Wome

As per Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board of Directors is required to have an 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. Further, it requires that the Board of directors of the top 1000 listed entities shall have at least one independent woman director. Furthermore, in case the Company does not have a regular non-executive chairperson, at least half of the board of directors shall comprise of independent directors. Hence, in the given question Mr. P being the Chairman, who is also an Executive Director, the half of the board of directors shall comprise of independent directors. Thus, upon resignation of Mr. A, the constitution of the Board's will have less than half of Independent Directors. Hence, the company will have to appoint another Independent Director. It is to be noted that in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, such vacancy shall be filled by listed entity at the earliest but not later than three months from the date of such vacancy.