But Shilpa,
The Clause 49 you are talking about is a part of the Listing Agreement. In your query, you have mentioned only Public Company hence I suppose it is not a listed company. And, if it is not so, the Listing agreement and clause 49 shall not apply.
Yes. You are right…you will have to have 2:1 ratio of Non ED and ED. So, as I mentioned earlier, either you could bring down the ED to 2. Or, you could increase the total directors to meet the requirement.
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