Reforming The Institution Of Independent Directors In India
Anjani Tewary, Jindal Global Law School
The Tata-Mistry case has raised serious concerns regarding the independence of Independent Directors (‘IDs’) in India.1. The SEBI chairman had reiterated that independence is a ‘key concern’ in promoter driver companies2. Moreover, shareholders have expressed serious concern regarding the independence of IDs. Around 65% shareholders believed that IDs had failed to protect the interests of minority shareholders3. This lack of independence owing to overbearance of promoters and the subsequent mistrust in the institution have sparked multiple debates regarding the legitimacy of the institution. While SEBI has played a proactive role in ensuring adoption of efficient corporate governance practises, there are certain lacuna that still prevail. This paper analyses the existing provisions with respect to IDs, discusses the existing lacuna and loopholes, and stresses on the need for reform suggesting reformatory measures.