Comment upon the following citing relevant provisions of the Companies Act, 2013: As a fall out cited above, Shanoo resigned from the company on 15th June 2019. Board accepted the resignation and appointed another person

Case (iii): As per Schedule IV, clause VI (2) of the Companies Act, 2013, an independent director who resigns or is removed from the board of the company shall be replaced by a new independent director within three months from the date of such resignation or removal, as the case may be. Further, Schedule IV, clause (VI) (3) of Companies Act, 2013 states that where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply. According to above Regulation 25 (6) of SEBI (LODR) Regulations, 2015, 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 the immediate next meeting of the board of directors or three months from the date of such vacancy, whichever is later: Proviso to said regulations states that where the listed entity fulfils the requirement of independent directors in its board of directors without filling the vacancy created by such resignation or removal, the requirement of replacement by a new independent director shall not apply. In view of the above provisions, the replacement of Shanoo is necessary if the company does not fulfil the requirement of Independent Director without filling the vacancy created by such resignation. Further, if the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation, the requirement of replacement by a new independent director shall not apply.