The key financial data of Zen Ltd., an unlisted public company as on 31st March, 2015 is given as under: (in crore) (a) Paid-up equity share capital 12.00 (b) Turnover for the year 2014-15 80.00 (c) Outstanding secured l

Section 149(4) provides that every listed public company shall have at least one-third of the total number of directors as independent directors and the Central Government may prescribe the minimum number of independent directors in case of any class or classes of public companies. Rule 4 of Companies (Appointment and Qualification of Directors) rules 2014, provides that the following class or classes of companies shall have at least two directors as independent directors - the Public Companies having paid up share capital of ten crore rupees or more; or the Public Companies having turnover of one hundred crore rupees or more; or the Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees. Section 203 of the Companies Act, 2013 read with Rule 8 mandates the appointment of Key Managerial Personnel and makes it obligatory for a listed company and every other public company having a paid- up share capital of rupees ten crores or more, to appoint following whole-time key managerial personnel: Managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; Company secretary; and Chief Financial Officer: In the present case of M/s Zen Limited, based on the information provided, the Company falls under the Class of Companies as the paid up capital and the outstanding loan is ₹ 12 crores and ₹ 52 Crores respectively and review of the present list of directors it is there are no independent directors. Therefore, the company needs to appoint at least two independent directors and key managerial personnel, so as to comply with the provisions of section 149 and of the Companies Act, 2013.