EXCEL Finance Ltd. a listed entity, along with other companies, has promoted a company called ACTIVE Trading Ltd. Following is the composition of Board of ACTIVE Trading Ltd. a listed company as on 31 st March, 2022: Mr.

As per the provisions of SEBI (LODR) Regulations, 2015, Board of Directors shall have an optimum combination of executive and non-executive directors with at least one woman director and not less than 50% of the board of directors shall comprise of non-executive directors; In the case presented, there are totally 6 directors till 28.02.2022 out of which 2 are executive and 4 are non-executive thus requirement of 50% of Non-Executive Directors is complied. Since Ms. E is there on Board, the requirement of woman director is also complied. Where the chairman 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 chairman, at least half of the board of directors shall comprise of independent directors: Where the regular non-executive chairman 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. An independent director who resigns or is removed from the board of directors of the listed entity shall be replaced by a new independent director by listed entity at the earliest but not later than three months from the date of such vacancy. In the case presented, Mr. A is the Non-Executive Chairman and thus Board is required to have atleast 1/3 rd as Independent Directors which condition is satisfied till 28.02.2022. On resignation of Mr. Z, there is requirement to appoint another Independent Director within 3 months.