Going through the annual report of Indbank Merchant Banking Services Ltd for the year 2008-09, one is surprised to find that one of the directors, Mr. M.K.Narayanan did not attend any of the four Board meetings held during the year. He is also a member of the Audit Committee. He could not attend any of its meetings also. The annual report says, " Shri M.K.Narayanan is the National Security Advisor, Government of India. He has vast experience and has been associated with the company since 1994."
I looked for the earlier annual reports. I could lay my hands on 2006-07 report only. During that year also, he was a director and a member of the audit committee. His attendance record was the same. The two reports also mention that he did not attend the earlier AGM of shareholders.
He is likely to be re-elected to the Board in the AGM to be held on 19th inst.
No doubt, the person is eminent. His work in Delhi is of national importance. But can he spare time for a small company and be a member of the audit committee? Auditor's certificate on corporate governance for the year 2008-09 says, inter alia, " In the audit committee meetings held on 16.04.08, 29.07.08 and 21.10.08 only one independent director has attended the meeting contrary to Clause 49 II (B) stipulation of minimum two independent directors' attendance."
Whither corporate governance?