Listing Obligations

Summary: SEBI’s recent informal guidance on the appointment of an independent director related to a promoter group member has reignited the debate on the meaning of “independence” in corporate governance. While the guidance adopts a strict interpretation of the statutory definition of “relative” under the Companies Act, 2013, it raises broader questions about whether formal legal criteria adequately capture concerns of influence and objectivity. This article examines the guidance note in the context of the legislative framework governing independent directors and compares it with the views expressed by key committees on corporate governance. It argues that the effectiveness of independent directors depends not only on compliance with prescribed objective eligibility requirements but also on preserving the substantive spirit of independence that underpins the institution.

Continue Reading Independent Directors and The Boundaries of Independence: Reflections on SEBI’s Recent Informal Guidance
RPT Disclosure Standards: Regulator’s Ongoing Quest for Balance

Context

The law on related party transactions (“RPTs”) has been evolving since its inclusion in the Companies Act, 2013 (“the Act”), and the introduction of stricter regulations for listed companies by the Securities and Exchange Board of India (“SEBI” or “Regulator”) in the Listing Obligations and Disclosure Requirements Regulations, 2015 (“LODR”). Yet, India Inc. continues to falter in its battle for good governance because of abusive RPTs, inadequate disclosures, and diversion of funds of listed companies to closely held promoter entities through innovative structures and shell entities – exacerbated because promoters own or control 75 per cent of listed entities in India.

Continue Reading RPT Disclosure Standards: Regulator’s Ongoing Quest for Balance