Pallavi Shroff refuses second term as Asian Paints' Independent Director

Pallavi Shroff, the Managing Partner of leading law firm Shardul Amarchand Mangaldas & Co, has refused a second term as an independent director of Asian Paints, amidst concerns raised by a proxy firm.

Shroff has informed the Board of Directors of Asian Paints that "she will not be able to continue for a second term of appointment as an Independent Director of the company, on account of several new projects that her firm has undertaken leading to enhanced professional and time commitments".

She has also confirmed that there are no other material reasons for her non-continuation, according to a recent regulatory filing by the leading paints maker.

Earlier, the board of Asian Paints had approved the reappointment of Pallavi Shroff as an independent Director for a second term of two years from April 1, 2024, to March 31, 2026.

The company has also issued a Postal Ballot notice on January 17, 2024, to seek approval from its shareholders for the re-appointment of Shroff. E-voting had already commenced on February 28 and was scheduled to conclude on March 28.

However, consequent to the development, the board of Asian Paints has decided to withdraw the said Notice of Postal Ballot process with immediate effect, it said.

"Accordingly, the process of voting through electronic means seeking the consent of the shareholders for the re-appointment of Pallavi Shroff stands cancelled. The term of appointment of Pallavi Shroff as an Independent Director of the company shall conclude at the close of business hours on March 31, 2024," it said.

An email sent to Pallavi Shroff remained unanswered by the time of filing of the story.

Earlier, proxy advisory firm InGovern Research, in its report, had raised concerns over the resolution for the re-appointment of Shroff on the grounds Asian Paints is taking professional services from law firm Shardul Amarchand Mangaldas & Co, which was not disclosed in its explanatory notes.

"As a best practice, we recommend that there should not be any pecuniary relationship between an Independent Director and the company which could result in a possibility for conflict of interest," InGovern Research had said.

Shroff is a member of the Audit Committee and also, a member of the Risk Management Committee of Asian Paints.

Shroff also serves as an Independent Director on the board of One 97 Communication Ltd, which under the brand name Paytm offers digital payment and financial services. She is also a member of its Audit and Risk Management Committee there.

"The company faces challenges of regulatory scrutiny and customer uncertainty. The Reserve Bank of India (RBI) has issued a directive restricting Paytm Payments Bank Account / Wallet from accepting new deposits or allowing credit transactions after March 15, 2024," it said.

Raising concerns, InGovern had recommended that "shareholders vote against her re-appointment".