Corporate governance issues have once again come to the fore with recent cases of Zee Entertainment and Dish TV being under fire from the large shareholders who want to revamp the boards.

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However, this is not new as we have seen many cases of the board versus investor tussle in the past. Tata-Mistry case is the most high profile one. Even tech companies like Infosys and the long battle fought at Fortis Healthcare, all are examples of boardroom battles in India Inc.

Let us find out the various aspects of this from our panel of experts joining us are JN Gupta from proxy firm SES, Anand Desai of DSK Legal and Krishnakumar Natarajan, former co-founder at Mindtree.

On shareholder activism, Natarajan said, "What is happening now, I would certainly think it is good and particularly people like JN Gupta have been doing a phenomenal job on this. There are three key stakeholders that need to be addressed. One is obviously is the management which needs to be responsible for the actions and protecting shareholder interests, of course, the controlling shareholder and the minority shareholders. I do believe a good level of responsible shareholder activism is good to keep in check that both the management and the controlling shareholders protect the interests of the minority shareholders and I see this as good for the Indian corporate governance ecosystem."

Also read:

Zee Entertainment AGM: Company says all resolutions passed with requisite majority by shareholders

On Yes Bank, Gupta said, "If we want the board to be responsible, management to a responsible investor ought to be responsible as well. In the Dish TV case, we had said no to Yes Bank’s demand, not because we don't believe that there could be a governance issue in Dish TV or the demand of Yes Bank is wrong. The way that demand has been made is legally not tenable as directors cannot be appointed unless the ministry of telecom has given approval. If those directors cannot be appointed and the existing directors are removed, you are left with one director board and one director board is much worse than what is happening in the Zee. So, they have to do something in a proper manner."

He added, "Yes Bank has not given the logic correctly. It said the board is to be removed as the bank has approved the right issue. I don't understand how you can dilute the investor unless you don't want to put money and if you don't want to put money any equity raising will be diluting. Coming back to today's news, where Yes Bank is saying that there could be some siphoning of the funds, I agree it is a very serious issue. But then this demand a forensic audit should have been made long back by Yes Bank."

On independent directors, Desai said, "So the law has evolved over the years, and I would say continues to evolve and the obligations and responsibilities of independent directors have been increasing significantly. Their role is being defined more and more, they are supposed to act effectively as the balancing factor to ensure that the minority interest, other stakeholder interests are protected. That's as far as independent directors go."

Also read: Yes Bank wants to look into Dish TV books; says some deals "dubious"

"The Companies Act also has remedies available in it for actions against management or a promoter and management that do not act in the interest of the company. Now, very often, it is a grey area as to what actually is or is not in the interest of the company and the shareholders. But effectively, the job of management is to conduct the affairs of a company profitably, transparently, and in the interest of the stakeholders. There is enough, I believe, legal provision to allow that to be enforced, it may be a long process. In many cases, it may be a slightly difficult process in many cases. But I think what I said earlier is also important that whoever wants to throw a stone should throw it in a way that has an impact that allows people to understand what is going on so that I would say in a nutshell is where we are."

For the full interview, watch the accompanying video...