'No shortage of independent directors'

With the deadline for Clause 49 compliance being just two days away and reports of shortage of independent directors doing the rounds, here comes a loud and clear message from G Anantharaman, whole-time member of the Securities and Exchange Board of India (Sebi).

According to Anantharaman, there can be no dearth of independent directors in a country that has millions of people.

Addressing a seminar on 'Clause 49 of the listing agreement', Anantharaman said, "It is not difficult to find independent directors in the country as there is one residing in each of us."

The seminar was organised here by the Institute of Company Secretaries of India, Hyderabad chapter, in association with the Hyderabad Stock Exchange Limited and Secure Matrix (India) Private Limited.

"There is nothing new in Clause 49. We are just refining the earlier guidelines of Companies Act, 1956. Do not look at it as an external imposition but as something that is necessary for self-survival," he added to allay fears regarding Clause 49 compliance.

Meanwhile, Anantharaman also said that passing the buck was becoming common today.

"Everybody wants to shift responsibility and exonerate oneself. Corporate governance is all about fixing accountability," he added.

Anantharaman, however, denied that his "passing the buck" statement indirectly referred to the National Securities Depository Ltd's (NSDL) response to Sebi's order on the YES Bank-IPO scam.

"Fraud happens when there is an incentive or pressure to commit it or the systems for controlling it are either absent or are lax," he added.