CBCL – LSPR Series

The Case for Conflict of Interest Norms for Appointment of Independent Directors

[By Prannv Dhawan] This Blog is part of a series of posts as a collaboration titled “KAIZEN” between the Centre for Business and Commercial Laws (CBCL), NLIU Bhopal and Law School Policy Review (LSPR). To view this blog on LSPR, please click here. Prannv Dhawan is a third-year student of National Law School of India University, Bengaluru. He is the founding editor of the Law School Policy Review. The debate on corporate governance reforms in Indian context invariably focus on questions of concentration of unchecked economic power in the hands of controlling shareholders and promoters. Hence, the institution of independent directors has been time and again heralded as a panacea for all that ails the institutional landscape of corporate governance. The independent directors are considered to play the role of ‘trustees’ who safeguard the core interests and values of the corporations like accountability, managerial efficiency and protection of minority shareholders against unscrupulous impulses of dominant promotors who are more likely to ignore concerns like wealth expropriation and entrenchment. Notwithstanding the debate about institutional independence of independent directors in predominantly promotor-controlled board structures and appointment processes, the promise behind this trusteeship position merits vibrant debate in light of a significant contemporary event. The appointment of former Chief Vigilance Commissioner and Chairperson of Central Board of Direct Taxes, KV Chowdhury as a non-executive additional director in the Reliance Industries Limited Board  in October last year raised eyebrows in various quarters. The relevance of these concerns becomes even more pronounced when considered in the light of the fact that Reliance Industries Limited (RIL) has been facing investigation in black money and round-tripping of funds related matter from the Income Tax authorities since 2011 while KV Chowdhury has been at the helm of investigation in various capacities since August 2010. These investigations involved allegations of holding over ₹ 2100 crores in foreign banks through an illegal network of international subsidiaries and off-shoots of the RIL. In the context of public outcry against ‘black money’ stashed abroad, the Supreme Court had mandated the setting up of a Special Investigation Team in which KV Chowdhury served as an advisor. Even his tenure as the chief anti-corruption watchdog (the CVC), was mired in controversy involving allegations by accountability activists as well as erstwhile CBI Chief regarding the Rafale aircraft procurement investigation that would have had implications on the business interest of Anil Ambani led Reliance Defence. This controversial post-retirement appointment of the chief of the independent, statutory apex vigilance institution to the board of the largest private sector corporation in India should raise concerns for not just the independence and impartiality of the vigilance institution but also the character of Indian corporate sector in particular and private capitalist institutions in general. This is because the apprehension of conflict of interest by a reasonable person is very clear from the various aforementioned facts. The test of apparent bias that stands on two legs of impact public confidence as well as conclusion of a fair minded and informed observer about the possibility of compromise has been an important consideration for decision making in public law. Considering the incorporation of these principles from common law  {AWG Group Ltd v. Morrison [2006] 1 WLR 1163; R v. Bow Street Metr} in Indian legal system Ranjit Thakur v, Union of India (1987) 4 SCC 611, their violation should be considered seriously. This is important because this corporate appointment decision does not only impact corporate governance but has serious implications on the independence, impartiality, efficacy and public confidence of an important statutory institution like the CVC. The administration and decision-making over a high-profile investigation that could have made minority shareholders and general public vulnerable to economic losses and liability makes KV Chowdhury’s appointment suspect, especially as it was proposed and actualised by the board controlled by RIL Chairman and Managing Director. Instead of acting as a check on unethical practices and illicit activities operating in a surreptitious manner through managerial functionaries, the appointment of this particular independent director sends a very negative moral message about the principles that govern the operations of India’s most powerful corporation. It is no wonder that the public outcry against this appointment seriously questions the business ethics of the corporation, as well as the moral conscience of the appointee. Hence, this sets a bad precedent for both an important government functionary who is supposed to comply with highest standards of probity and impartiality as well as the post of independent directors who should be a trustee of company’s ethics. It reveals the structural constraints for the position of independent directors who are supposed to be gatekeepers of corporate governance. It is important to note that in the promotor-controller corporate structure, where the appointments of independent directors are essentially based on the decisions of controlling shareholders and there exists a lacunae in ensuring effective say of non-controlling in appointment and removal process. A 2014 Organization of Economic Cooperation and Development study on Improving Corporate Governance in India highlights the undue influence of controlling shareholders in the appointment and removal of independent directors, proposing that taking cue from Israel and Italy, “controlling shareholders not be allowed to vote in the election of independent directors so as to ensure the latters’ independence”. So, even as the lacunae with regard to the interests of minority shareholders have been deliberated in the academic and policy discourse, the peculiar lack of disqualification criteria based on the principles of conflict of interest is unfortunate. It is notable that the section 164 of the Companies Act 2013 mentions the disqualification criteria for appointment of directors and it does not disqualify individuals who have a conflict of interest. The section 150 (4) provides for the government to notify rules, regulations and procedures of appointment of independent director from a databank. On the 1st of December, the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 came into force and even they do not mention this in the qualification criteria. Even though these rules provide for proper application process along with

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Post-regulatory private sector employments and their corporate governance implications

[By Rohan Kohli] This Blog is part of a series of posts as a collaboration titled “KAIZEN” between the Centre for Business and Commercial Laws (CBCL), NLIU Bhopal and Law School Policy Review (LSPR). To view this blog on LSPR, please click here. Rohan Kohli is the Co-Convenor of CBCL and a 5th Year B.A. LL.B. Student at  NLIU, Bhopal. The corporate governance discourse in India today has moved rapidly, especially with contemporary developments in the form of Kotak Committee Report, [1] but still lags in several aspects vis-à-vis more mature financial jurisdictions. While our precocious model of economic development[2] has been instrumental in addressing governance issues such as equitable board composition,[3] or more recent niche issues such as separating key managerial positions,[4] there is still a glaring absence on understanding of certain nuanced issues. One such nuanced issue is the recent trend of regulators taking up post-retirement private sector employments. In the past year, there have been a constant influx of regulatory and government companies’ seniors in the corporate sector, from former SBI Chairman Arundhati Bhattacharya [5] to former SEBI Chairman U K Sinha.[6] In the more distant past, this trend was also visible in several instances – from ex – SBI senior management [7] to ex – RBI Governor.[8] The trend of their preferred destinations being corporate law firms also is extremely intriguing. Ordinarily such practices may seem in the usual course of events, there carry a number of ethically and morally problematic implications, the legal issue in which is insider trading. Indian laws on the subject [9] have been largely successful in preventing major embarrassment to the corporate sector in the recent times, due to a combination of reasons such as effective corporate compliance and harsh legal implications including financial and penal consequences.[10] Similarly, while the ethical implications of post-retirement political appointments such as Governors [11] is well recognised and even frowned upon in the mainstream media discourse, this does not translate into recognising similar examples in the corporate space. The official line that corporates take while appointing such ex-regulators is that they are sought for their decades of experience in the field, their unique insight developed due to such extensive experience and use these insights to leverage the corporate’s interests in the market. While these are valid considerations and their insights are valuable for any corporate, the devil is in the details. While the PIT Regulations provide a clear demarcation to using these insightsin the form of price-sensitive information, they do not provide an absolute bar to such appointments. In all probability the biggest selling factor of these ex-regulators provide is insight in what manner will regulatory authorities react and respond to contentious issues, be it approving or disallowing mergers, or macro-level policy inputs into future regulatory trends. At the same time, these ex-regulators also give firms opportunity to leverage their soft power, which in latent forms could be utilising their familiarity with current regulators (as in most cases the current regulator would be the ex-regulator’s junior and in most instances would have worked closely together till recent times), to more patent forms where firms use this familiarity to influence regulator’s decisions and engage in seriously problematic crony capitalism. The government currently has a policy of mandating a one-year long (in most institutions) cooling-off period during which they eschew any private appointments. However, as the above analogy shows this period hardly serves its purpose given their juniors or peers will be in their erstwhile jobs at the time they accept appointment in the private sector. Further, the current examples of Mrs. Bhattacharya, Mr. Sinha shown earlier that occurred as soon as their cooling-off period lapsed, reducing this into a mere formality. A solution to this is making the cooling-off period in sync with the term of the previous office (i.e. the cooling off period for SEBI Chairman will be 5 years, beginning from the day of retirement). This might serve as a reasonable control and ensure that by the time the ex-regulators assume private employment, their peers and juniors might no longer in office to negate chances of influencing the regulator’s actions. In more advanced markets such as USA, there is a greater mainstream understanding of the inter-corporate-regulator appointments, but that recognition does not necessarily translate into eschewing such practices. While India has seen examples of ex-regulators and government companies’ management taking up private employment, the former, i.e. corporate head taking up regulatory jobs is almost unheard of, until very recently.[12] USA has seen plenty of examples for each, from Alan Greenspan in the former[13] to Henry Paulson in the latter.[14] Their impact in deregulating the financial and banking sector has been so immense that its role in the sub-prime crisis was the subject of a widely acclaimed documentary – Inside Job. The US story in this regard also goes down to corporate-regulator appointments translating into impacting the entire discipline of economics at the world level, ably documented in Inside Joband in other media.[15] Given that our regulators are more hawkish than US and other jurisdictions, especially given ours is a developing economy, we are in a much better position to prevent such corporate governance issues at a very nascent stage itself. Apart from the solution regarding cooling-off period offered above, comprehensive conflict-disclosure compliances should prevent any major future situations that US had to go through. SEBI’s current conflict-disclosure model for public-company directorships has proved to be a successful model so far in capital markets, and can surely be extended to other markets and even post-regulatory appointments that is the subject of this blog. India is hardly at a stage that the US was in 2008, or is currently, with complex corporate governance issues such as detailed above. However, that does not mean that we negate those examples. Rectifying such issues will only happen after we start recognizing them. [1] Report of the Committee on Corporate Governance, October 5, 2017. See, https://www.sebi.gov.in/reports/reports/oct-2017/report-of-the-committee-on-corporate-governance_36177.html. [2] Subramaniam, Arvind, “Of Counsel: The Challenges of the Modi – Jaitley Economy”, Penguin Viking, December 2018.

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Kotak Committee: Separating the position of the CEO and the Chairman

[By Binit Agrawal] This Blog is part of a series of posts as a collaboration titled “KAIZEN” between the Centre for Business and Commercial Laws (CBCL), NLIU Bhopal and Law School Policy Review (LSPR). To view this blog on LSPR, please click here. Binit Agrawal is the Founder-Editor of LSPR and a 3rd Year B.A. LL.B. Student at  NLSIU, Bangalore. The Securities and Exchange Board of India has accepted most of the recommendations made by the Uday Kotak led committee on Corporate Governance Reforms. The Kotak Committee was set up as a response to the multiple board room struggles shaking up important corporate houses. These include the struggles within the Tata Group and Infosys. Both these companies saw their chairman being sacked, retired founders forcing their way through board decisions, independent directors being shown the door and allegations of shady dealings marring their reputations. Corporate governance measures were found wanting, leading to the setting up of the committee. One of the most important measures suggested by the committee has to do with the separation of the leader of the company management (CEO) from that of the board (Chairman). The final recommendation on this issue, which has now been accepted by SEBI, was that the posts of Chairperson and CEO/MD be separated for listed entities with more than 40% public shareholding. Further, it was recommended that from 2020 onwards all the listed entities be required to bifurcate the two posts. Quoting the Cadbury Committee on Corporate Governance in the United Kingdom, the Kotak committee wrote, “given the importance and the particular nature of the chairman’s role, it should in principle be separate from that of the chief executive. If the two roles are combined in one person, it represents a considerable concentration of power”. In this post, my aim will be to find out what the reasoning behind such a move is, what the counter arguments are, and what the practical reality is. I will leave the reader with a view that mandating of such separation may not be a prudent move. The controversy over CEOS simultaneously serving as Chairmen The debate on whether or not to separate the two key positions goes back to the very origins of the concept of corporate governance. Berle and Means, who are considered to be the earliest theorists on Corporate Governance, first depicted the phenomenon of large corporations having two different sets of interested parties, the shareholders and the executives. They found that the shareholders, who were the owners of the company, exercised near to no control over how it functioned. Rather it was the managers who exercised complete control over the workings of the company.[1] Instead, the managers had little, if any stake in the ownership of the company. Thus, the interests of the shareholders and managers often diverged, giving rise to the problems of corporate governance. This is theoretically referred to as the problem of agency. The problem of agency arises when the agent (in this case, the CEO) has certain goals which are contrary to those of the principal (in this case, the Board, representative of the shareholders). For example, a CEO who has no financial interest in the company will always be seen to be having goals which are significantly different from that of the shareholders, or entrepreneur CEOs. He will, prima facie, spend more time trying to expand his power and purse, as against rewarding shareholders. This hypothesis has also been found to be the reality in multiple studies.[2] This agency problem can be resolved if the position of CEO is separated from that of the Chairman. The CEO’s job will be to manage the company, while the Chairman and his board oversee the CEO and his team. Here one can clearly spot the benefits of having separate CEO and Chairman. Benefits Given the fact that the board is to oversee the management, a fusion of the leader of the board and the leader of the management presents a typical case of conflict of interest. If the CEO is also the Chairman, he will overlook failures on the part of the management and will be slow to take decisions which go against the interests of the company executives. Thus, he clearly cannot perform the essential functions of hiring, firing, assessing, and regulating remuneration, without keeping aside his personal interests.[3] Consequently, in theory, an independent chairman will give a fillip to the board’s ability to look after the management. By bifurcating the two posts, a corporation clearly delineates and distinguishes the responsibilities of the board and management. As a result, it gives one leader the sole authority of speaking on the board’s behalf and to oversee its meetings. The other leader is given the authority to speak on behalf of the management and be responsible for the operation and strategy of the company.[4] As a consequence of such separation, discords in the areas of performance appraisal, executive remuneration, succession designs, and director recruitment are eliminated. Furthermore, the CEO is also better enabled to concentrate exclusively on strategizing, overlooking operations, and resolving organizational issues.[5] Such separation is also important to avoid creation of all-powerful CEOs, as has been seen in many tech companies. If the CEO and the Chairman are one, such a leader will have immense power over who gets appointed to the board, and will thus be able to manufacture board loyalty.[6] Most of the executive directors in a board owe allegiance to the CEO. Non-executive directors too may feel a sense of gratitude to the CEO as he often plays an influential role in their election, more so when he is also the Chair. It has been found that even though directors may be legally independent, there are social ties and influence, leading to biases. Further, as the Chair, such CEO will have the ability to make committee assignments. This will lead to the creation of an all-powerful centre within the company, who may not act in the best interests of the company at large. Another argument in support of such bifurcation has to do with the flow of information. If the board has better

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Corporate Governance crisis in the Banking Sector: Role of the RBI

[By Ambarin Munir Khambati ] This Blog is part of a series of posts as a collaboration titled “KAIZEN” between the Centre for Business and Commercial Laws (CBCL), NLIU Bhopal and Law School Policy Review (LSPR). To view this blog on LSPR, please click here. Ambarin Munir Khambati is a 3rd-year student of NLSIU, Bangalore and an Editor at LSPR. The RBI crackdown on the top management of several banks, and most recently on YES Bank MD and CEO, Rana Kapoor, has opened a Pandora’s box in the banking industry. In this post I shall look at the corporate governance failures at major banks that have come to light in the recent months, and how the RBI must play an active role as a watchdog to ensure compliance. The starkest failure of most banks has been that of Loan Divergence. Banks have been under-reporting their Non-Performing Assets (“NPA”s) or failing to classify them as bad loans post-default. To tackle this, in April 2017, the RBI published a notification requiring banks to disclose their divergence in asset classification, if there was over 15% difference in the assessment made by the RBI and that of the Bank itself. As a result, banks revealed whopping figures of under-reported NPAs which forced the RBI to interfere with appointments and removal of top management in order to ensure compliance. YES Bank, for instance, reported a divergence of Rs.4176.70 crores in 2016, which was 558% higher than the figures they reported themselves. Consequently, the RBI refused to approve an extension of CEO and MD Rana Kapoor’s tenure at the Bank. The massive scale of loan divergence is problematic for several reasons. Primarily, it misleads shareholders and investors about the credit risk of the bank. It also raises suspicion about related party transactions, and corruption with loans being granted to individuals or companies without adequate collateral security, or background checks. This also puts under the lens auditing firms which allow companies to fudge figures on their annual reports, and fail to caution shareholders and the public. Unchecked loan divergence, on the part of huge banks like YES Bank, ICICI, and Axis Bank puts at risk the entire banking system. To enforce corporate governance norms, such as adequate disclosures by banks, the RBI must play a punctilious role, and make full use of its wide-ranging powers under the Banking Regulation Act, 1949 (“Act”). First, the RBI must require mandatory disclosures by banks; second, failures to comply must be made public, third, more reliance must be placed on the Insolvency and Bankruptcy Code (“IBC”), and fourth, there must be increased control over top management. Mandatory Disclosures Under Sec. 35 of the Act, the RBI has the power to inspect the affairs, and books of accounts of any banking company. Directors, officers, and employees of the company are also obligated to produce any document or statement as required. Moreover, it can also exercise its power to issue directions, and guidelines for disclosure, such as the Revised Framework on Resolution of Stressed Assets which requires lenders to classify loans as stressed, immediately on default. They are also mandatorily required to provide weekly credit information to a special body created for the purpose, the Central Repository of Information on Large Credits. Resolution of bad loans needs to be carried out by the banks under a specified timeline, failing which they must file an application under the Insolvency and Bankruptcy Code. Mandatory and periodical disclosures to the RBI, shareholders, investors, and general public will ensure much needed transparency. These would have a direct bearing on stock prices, and credit ratings which would incentivize banking companies to comply with governance norms. For example, the developments at YES Bank affected the ability of the bank to raise capital, and so credit ratings agencies such as Moody’s and ICRA have lowered their ratings, forcing the company to begin finding replacements for Kapoor. Publishing corporate governance failures The RBI, in a series of letter to YES Bank pointed out, “serious lapses in the functioning and governance of the bank”, and “highly irregular credit management practices, serious deficiencies in governance and a poor compliance culture”. Yet, the full text of these letters remains confidential. The only information available to potential investors comes from cryptic press statements made by the regulator and the Bank, and the inference drawn from the curtailment of Rana Kapoor’s term. In the interest of accountability, the RBI must invoke its power under Sec. 28 which gives it the power to publish, in public interest, any information obtained under the Act, and any credit information disclosed under the Credit Information Companies (Regulation) Act, 2005. Increased reliance on the IBC The next step after disclosure of NPAs would be to recover the bad debts, and reliance must be placed on the newly amended Insolvency and Bankruptcy Code which is designed to tackle NPAs in the speediest manner possible. In just 2 years since it came into force, creditors have recovered close to 56% of admitted claims from stressed companies under the IBC. While the jurisprudence on the area is still emerging, the government has shown a keen interest in updating the Act to comply with decisions of the NCLAT, with an aim to promote resolution, as opposed to liquidation. Control over top management The massive amounts of divergence that has been reported would have been impossible without the knowledge of the top management. A means of enforcing corporate governance norms is to keep tenures of high-level officials such the CEO, Chairman and Board in check. The problem with having high-profile CEOs with exceedingly long tenures is concentration of power over time, and consequent paralysis of the Board. For example, at ICICI Bank, the Board overlooked deals concluded in conflict of interest by Chanda Kochhar, eventually leading to an RBI crackdown. Further, any misstep on a CEOs’ part, or a removal, in the worst case, would trigger a panic sale of stock, such as at YES Bank where the stock price halved as soon as Kapoor’s term was reduced. The “cult of the CEO”

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Promoter over-reach in Corporate Governance – Murthy v. The Board

[By Vartika Tiwari] This Blog is part of a series of posts as a collaboration titled “KAIZEN” between the Centre for Business and Commercial Laws (CBCL), NLIU Bhopal and Law School Policy Review (LSPR). To view this blog on LSPR, please click here. Vartika Tiwari is a 3rd-year student of NLIU, Bhopal and a member of the Centre for Business and Commercial Laws. Earlier this year, Infosys Ltd. (“Infosys” or “the Company”) completed 25 years of stock market listing.[1] Through all these years, the Company has been one of the best in terms of stock returns, revenue growth and other financial parameters.[2]  Infosys and its iconic co-founder, N.R. Narayana Murthy, have long been admired and respected for delivering excellence while conducting business in a legal, transparent, and ethical manner.[3] However, even before the Company had attained the status of a bellwether for the IT industry, the Company had successfully managed to set a benchmark for corporate governance in India – from employee stock options to detailed financial disclosures.[4] In such a scenario, the past few months have been surprisingly marked with controversies and concerns over Infosys’ almost flawless corporate governance record. From the acquisition of Panaya to Ex-Chief Finance Officer (“CFO”) Rajiv Bansal’s 17.38 crore severance package, lately, it seems like Infosys is slowly losing its reputation in the market. This blog post will discuss these and other corporate governance issues that the tech-giant has faced over the past one year or so. In August 2017 the Company’s first non-promoter CEO, Vishal Sikka, resigned and the Board of Directors blamed co-founder Narayan Murthy for his exit.[5] The differences between Murthy and Sikka are said to have cropped up after a $200-million deal was struck between Infosys and Israeli cloud company Panaya.[6]As per reports, in February 2017 an anonymous whistleblower filed a complaint before SEBI, claiming that the deal was overvalued.[7] The whistleblower, in another letter, asked the market regulators in India and the United States to take action against the Infosys board for inconsistency.[8] In late 2015, the Company’s former CFO, Rajiv Bansal was sacked over differences with Sikka. The Company agreed to pay Bansal a severance package of Rs. 17.38 crore or 24-month salary but had failed to take approval of the nomination and remuneration committee and the audit committee of the Infosys board in arriving at a settlement regarding the severance money.[9] Consequently, Murthy raised concerns over this failure to disclose norms and claimed that the severance package was “hush money.”[10] However, an internal investigation committee gave a clean chit to the deal but the findings were not made public.[11]This was again contested by Murthy, who believed that the findings should be made public.[12] In April 2017, the Company has suspended payments after handing out Rs. 5 crore of the promised amount, after Murthy contested that the amount in total was “hush money” for hiding corporate governance issues under the former board of directors of the Company.[13] Later that month, Bansal invoked arbitration proceedings to contest the halting of the promised payment.[14]It was only recently that the issue finally got settled when Infosys lost the arbitral proceedings due to lack of evidence and was asked to pay Bansal the outstanding amount.[15] Amidst all this, Vishal Sikka resigned as the CEO and MD of Infosys, citing “personal attacks” on him as one of the reasons for his resignation.[16]Apart from this, newspaper reports claim that things such as Sikka’s salary, the appointment of Punita Sinha as an independent director and Sikka’s push for acquisitions have considerably strained Sikka’s relationship with co-founder Narayan Murthy.[17] It is worth noting that in a span of few months, apart from Sikka, Sangita Singh, Executive VP, Healthcare and Life Sciences and Nitesh Banga, Senior VP and Global Head of Manufacturing and Edge products, and CFO, M D Ranganath, have also stepped down from their roles.[18] In addition to this, a couple of other senior executives have stepped down too and former employees have been filing complaints of unpaid dues, thereby clearly showing that there is something seriously wrong with the way the Company has been conducting business lately. A similar situation was witnessed earlier when Tata Sons accused Cyrus Mistry, the CEO of Tata Consultancy Services (“TCS”), of lack of performance and corporate governance lapses.[19] This led to a very humiliating ouster of Mistry eventually.[20] Thus, the resignation of Sikka must not be viewed in isolation since it raises a bigger concern of over-involvement, or rather, interference of the founders of the company with the management of the company. It must be understood that independence of management is the very foundation of good corporate governance. In such a scenario, the behaviour of Indian promoters is also not in the direction to promote business practices that may be considered healthy. It is important for family-run businesses and for the promoters of a company to recognize this fact of independence of the management. Needless to say, the kind of behaviour that is exhibited by founders like Narayan Murthy and Tata Sons is only adding to the deteriorating state of corporate governance in India and discouraging potential investors internationally. Such conflicts and confrontations among reputed companies like Infosys and TCS would inevitably adversely affect the trust amongst global investors since these companies enjoy goodwill internationally. Another issue with such interference is that most companies look at IT giants like Infosys and TCS as benchmarks and are likely to follow the trend that has been set by them. Thus, ordinarily, it is advisable for the promoters to avoid unnecessary interference and to ensure that the management board is completely independent. However, the devil’s argument that both Tata and Infosys founders hold considerable shares in their companies and thus, as stakeholders, they have every right to nominate the directors and to keep a close watch on the way the company is being managed; holds equally true. Considering the clash of the interests of the company with those of the promoters, a middle path must be sought wherein not only the promoters should

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