Pax Ltd. is presently an unlisted company and is planning to get listed on BSE only. Presently Board of directors consist 8 directors. The management requested you to advise on the composition of Board of directors for a

According to Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the composition of the board of directors of a listed entity shall be as follows: Optimum Combination: The board of directors shall have an optimum combination of executive and non-executive directors with at least one woman director. Non-Executive Directors: At least 50% of the board of directors shall comprise of non-executive directors. Independent Directors (Chairperson is Non-Executive): If the chairperson of the board of directors is a non-executive director, at least 1/3rd of the board of directors shall comprise of independent directors. Independent Directors (Chairperson is Executive/Promoter): If the chairperson of the board of directors is not a regular non-executive (i.e., an executive chairperson), at least half of the board of directors shall comprise of independent directors. Independent Directors (Promoter Chairperson): If the regular non-executive chairperson 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. Minimum Number of Directors for Top Entities: The board of directors of the top 2000 listed entities (with effect from April 1, 2020) shall comprise of not less than six directors. Advice for Pax Ltd.: Since Pax Ltd. currently has 8 directors, it meets the minimum requirement of six directors for top listed entities. However, it must ensure compliance with all other aspects of Regulation 17(1), specifically: Appointing at least one woman director. Ensuring at least 50% of the board consists of non-executive directors. Appointing the requisite number of independent directors based on whether the chairperson is executive or non-executive, and if non-executive, whether they are a promoter or related to a promoter.