SBL Limited is an unlisted public company having paid-up share capital of ₹10 crores and turnover of ₹300 crores. The Board of directors comprise of one nominee director, five non-executive directors, two non-resident di

Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 prescribes that the following class of companies shall appoint at least one women director: Every listed company; and Every public company having paid-up share capital of one hundred crore rupees or more; or Every public company having turnover of three hundred crore rupees or more. Further, Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014 prescribes the following class 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. Section 149(6) of the Companies Act, 2013 specifically excluded nominee director from being considered as Independent. Hence, nominee director cannot be treated as an Independent Director. In view of above legal provisions, the present composition of Board of Directors is not in compliance with the provisions of the Companies Act, 2013 as the Company satisfying the threshold criteria given above should have atleast: Two Independent directors, and One Women director. Hence, it should appoint atleast two independent directors and one women director.