One man on 15 firms’ boards

Tags: Board, firm, One man, News
Rajendra Ambalal Shah is a lawyer by profession. Being independent directors on company boards, however, is no less a profession for Shah.

As a senior partner in Crawford Bayley & Co, he has the unique distinction of being the only person to have hit the ceiling of holding independent directorships in 15 listed companies.

In the wake of the Satyam scam, the effectiveness of independent directors is under scrutiny. Corporate affairs minister Salman Khurshid said on Wednesday that the statutory ceiling on the number of independent directorships that any a person could hold would be reduced. This will require changes in the Companies Bill 2009, pending before Parliament. The minister did not specify the new limit proposed.

Existing provisions allow a person to hold independent directorship in a maximum of 15 public limited companies.

Bombay Stock Exchange data on independent directors in listed companies show that only 20 individuals, including Shah, are on boards of 10 or more companies. There are 371 individuals who are on the boards of five or more companies.

Over 2,400- plus companies listed on BSE have in all 13,455 people as independent directors. Companies have often complained of lack of qualified persons to take these posts.

Known corporate bigwigs like Subodh Bhargava, chairman of Tata Communications, and Deepak Parekh, chairman of HDFC Bank, are on boards of 10 and 9 companies, respectively.

While Bhargava is on the boards of companies that include Larsen & Toubro and Tata Motors, Parekh is on the boards of Castrol and Mahindra & Mahindra, among several others.

Among the 15 companies whose boards Shah graces are Asian Paints, Bombay Dyeing, Colgate-Palmolive (India), Lupin and Pfizer.

Chartered accountant Shailesh Vishnubhai Haribhakti is on boards of 13 companies, including Ambuja Cements, JK Paper, Pantaloon Retail (India) and Raymonds.

Prithvi Haldea, chairman and managing director of Prime Data Base said, “In reality, independent directors are part of many private and foreign companies as well. The exact number is hard to fix.”

Haldea sees a need to clearly state how many listed companies one can be a part of and up to what size. “Whether this is done by the corporate affairs ministry or Sebi is the prerogative of the government. But it should be done,” he said.

There is a lack of clarity on what may happen to the existing independent directors once a lower maximum limit comes into force. Do they have to quit immediately? “No,” said Khurshid.” In these matters there are always sunset clauses. (They will only step down) once their term ends … the last time this happened they were given options... Conceptually it should be clear,” he said.

The Companies Bill pending with Parliament states that in case individuals are found contravening the proposals of the Companies Act (with respect to independent directorships), penalties imposed could be anywhere between Rs 5,000 and Rs 25,000.

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