Surabhi Pharmaceutical Ltd. is a listed company. The Board of the Company comprises of following: Mr. AG, Chairman (Executive), Mr. RS, Managing Director, Mr. AR, Whole-Time Director, Mr. DS, a Cost Accountant by profess

As per the SEBI (LODR) Regulations, 2015, if the Chairman of the Board of Directors is an Executive Director, then one-half of the Board should comprise of Independent Directors. Therefore, in the present case, 50% of the Board shall comprise of Independent Directors. The Board of the Surabhi Pharmaceutical Ltd., consists of 3 Executive Directors, 3 Independent Directors and 1 Nominee Director. Ms. KV, an Independent Director, resigned from the Directorship of the Company. On her resignation, the Board will have to comply criteria of 50%-50% Independent and Non-Independent Directors. Therefore, there is requirement for appointment of a new Independent Director in place of Ms. KV or a Non-Executive Director should Chair the Board. On resignation, Ms. KV will cease to be Chairman of the Audit Committee of the Company also. The Audit Committee of the Company will now have only one Independent Director and one Nominee Director. Therefore, the Company should take following steps to comply with SEBI (LODR) Regulations, 2015: Immediately a new Independent Director, being financially literate and having accounting or related financial management expertise shall be appointed and the new director or Mr. SP can be appointed as Chairman of the Audit Committee in place of Ms. KV.