
Rashi Peripherals shares fell nearly 10% on Tuesday after independent director Anil Khandelwal resigned citing governance concerns. Khandelwal, a former Bank of Baroda chairperson, alleged that director appointments and compensation decisions were…
Rashi Peripherals shares fell nearly 10% on Tuesday after independent director Anil Khandelwal resigned citing governance concerns. Khandelwal, a former Bank of Baroda chairperson, alleged that director appointments and compensation decisions were handled by management instead of the nomination and remuneration committee, and that firms linked to two independent directors handled due diligence for an acquisition without disclosure.

Company chairperson Krishna Kumar Choudary denied any lapses, stating the firms were engaged at arm's length and fees were within legal limits. The board now has nine members including four independent directors. Khandelwal's resignation follows a similar move by Atanu Chakraborty from HDFC Bank in March.
The resignation echoes a pattern where independent directors are voicing dissent publicly rather than exiting quietly. Under the Companies Act and SEBI listing rules, independent directors are required to disclose any conflicts of interest, and related-party transactions must be approved by the audit committee. The key question is whether the board's interpretation of disclosure requirements passes muster with regulators. The company's market cap has dropped by over Rs 500 crore since the news broke. The board now has fewer than the minimum six independent directors required under the SEBI rules for the top 1,000 listed firms, though Rashi Peripherals may fall below that threshold. The outcome will hinge on whether shareholders or regulators take up the matter at the next board meeting or through a complaint to the corporate affairs ministry.
Source: livemint.com
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