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United Breweries, Sanofi India and Bayer CropScience boards to go with Vijay Mallya as chairman

Boards of United Breweries, Sanofi India and Bayer CropScienceBSE 0.21 % — all chaired by Vijay Mallya — have not yet seen any revolt against the beleaguered business tycoon almost two weeks after he left the country even as lenders initiates loan recovery proceedings against him.

Several independent board members of these companies, speaking on condition of anonymity, told ET that until they receive any government or regulator's notice questioning Mallya's position they have no plans to ask him to step down as there are no complaints of corporate governance issues or irregularities against the board director.

"The functioning of the companies are smooth and there are no valid issues to ask him to step down," said an independent board member of United Breweries, now majority owned by Dutch beer maker Heineken.

Mallya, whose now defunct Kingfisher AirlinesBSE 3.03 % owes more than Rs 7,000 crore to bankers, did not respond to an emailed questionnaire from ET as of press time Wednesday. Some banks have declared Mallya 'wilful defaulter' and initiated loan recovery proceeding against him. They also approached the Supreme Court to prevent the businessman from travelling abroad because they feared he would settle abroad.

Some directors said the term wilful defaulter has come into usage recently and it is not clear whether it allows banks to stop lending to companies that have a wilful defaulter on its board.

GA Tadas, executive director at IDBI BankBSE 1.60 %, however, said companies have to take action once it is public that one of their board members is a wilful defaulter. "In case a company is non-compliant and still retains a wilful defaulter on its board, then it is for (market regulator) Sebi and RoC (Registrar of Companies) to act against such companies for noncompliance," he said.

Tadas, however, said it is not a problem to lend to a company which has a wilful defaulter on board. Mallya is currently chairman of UB, drug maker Sanofi, and Bayer CropScience, agricultural subsidiary of German chemical and pharmaceuticals giant Bayer AG.

A Bayer spokesperson denied comment on this topic, while an independent director at the firm said any decision on Mallya has to be taken by the German parent. A Sanofi India spokesperson said the board of directors will study the implications of the Sebi notification when it is published, and take action as deemed necessary. Shriram Subramanian, institutional shareholder activist and founder & MD of investor advisory firm Ingovern, said wilful defaulter is not a legally accepted term to debar Mallya from the boards of these companies.

"If Sebi notifies a policy that wilful defaulters cannot be board members then the board will have to ask him to gracefully step down," he said. "Now if the board perceives a reputational risk, it is another issue altogether," Subramanian said.

Several independent board members ET spoke to on these boards, especially United Breweries, said there are no corporate governance issues or irregularities committed by Mallya to ask him to step down. "Reputational risks arises if a regulator or government body challenges Mallya's role on our boards or if Mallya has done some financial impropriety and we do not take note of it, which is not the case now," said an independent board member.

An official at United Breweries, speaking on condition of anonymity, said it will examine the issue if a leading bank such as the State Bank of India "sends a letter saying that it will not lend to companies that have a director as a wilful defaulter".

17 Mar. 2016

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