MNO Limited is an unlisted public limited company having 7 directors on its board. Key financial information of MNO Limited as per audited financial statement for financial year ended 31 st March, 2023 is as follows: Par

Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 prescribes that the following class or classes of companies shall have at least two independent directors: Public Companies having paid-up share capital of ₹10 crore rupees or more; or Public Companies having turnover of ₹100 crore rupees or more; or Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding ₹50 crore rupees. Explanation . - For the purposes of this rule, it is here by clarified that, the paid up share capital or turnover or outstanding loans, debentures and deposits, as the case may be, as existing on the last date of latest audited financial statements shall be taken into account: In the present case, MNO limited is an unlisted public company having outstanding loan of ₹60 crore as per last audited financial statements for the year ended 31 st March, 2023. Accordingly as stated in the Rules, MNO Limited must have at least 2 independent Directors on its Board from FY 23-24 onwards. As per Section 149(4) of the Companies Act, 2013, "Every listed public company shall have at least one-third of the total number of directors as independent directors.... Explanation .—For the purposes of this sub-section, any fraction contained in such one-third number shall be rounded off as one." Further, Regulation 17 (1) (b) of SEBI (LODR), 2015 provides that in case of a listed company 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. In the given case, if MNO is a listed company with Chairman being a non-executive director, and total number of directors being 7; MNO Limited must have at least 3 independent directors. (1/3 of 7 is 2.33 rounded off as 3)