Favourite Ltd., an unlisted Company, has the following figures at the end of the last financial year: Paid-up share capital : ₹110.00 Crore Turnover : ₹600.00 Crore Borrowings by way of loans, debentures and deposits : ₹

Sec 149 of the Companies Act, 2013 read with relevant rules provides for the following: Every public company shall have a Board of Directors consisting of minimum 3 Directors and maximum 15 directors. However, by passing special resolution, the company can appoint more than 15 directors. Every public company having a paid-up share capital of ₹100 Crore or a turnover of ₹300 Crore shall appoint at least one woman director. Favourite Ltd. satisfies the paid-up share capital and turnover criteria and hence should appoint at least one woman director in the Board. [Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014] Every public company with a paid-up share capital of ₹10 Crore or more, or turnover of ₹100 Crore or more or outstanding loans, debentures and deposits exceeding ₹50 Crore should appoint at least two directors as independent directors. Favourite Ltd. satisfies all the criteria and hence is required to appoint minimum two independent directors in the Board. [Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014] In the instant case, the Company is advised that it should constitute a Board of minimum 4 directors out of which 2 (two) directors shall be independent directors and out of such 2 (two) independent directors, one shall be a woman director.