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CompaniesVarun Sood
, Shayan Ghosh
4 min
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20 Feb 2025, 07:42 PM
ISTRavi Goyal, chairman and managing director of AGS Transact.SummaryAll four independent directors on the board of AGS Transact resigned within days of the distressed ATM manager flagging a cash crunch that disrupted the cash dispensers of several leading banks. This has raised a broader question: If independent directors are performing the role expected of them.
Bengaluru/Mumbai: Within days of AGS Transact Technologies Ltd acknowledging that a cash crunch had forced it to default on bank loans, statutory payments, and staff salaries, all four independent directors on its board resigned in quick succession.
This caught the attention of proxy advisory firms, who are questioning the overall role of independent directors and if they could have intervened to limit AGS’ cash crisis, which impacted cash dispensers of some of India’s top domestic banks.
AGS, India’s second-largest manager of ATMs, had a total board strength ofeight directors before the latest resignations. It currently has three executive directors and one non-independent non-executive director.
“This raises two issues,” said Amit Tandon, founder and managing director at Institutional Investor Advisory Services (IiAS), a proxy advisory firm. “The first is for regulators. In the past, the corporate veil has been lifted and the personal assets of the directors have been frozen.”
Tandon said the gut reaction of independent directors in such situations may be to resign because there is still no regulatory clarity on whether their personal assets can be ring-fenced from those of the company.
A second equally important question, said Tandon, is if independent directors are performing the function expected of them.
“In this case (of AGS), independent directors leaving the company within 10 days of the company flagging problems raises questions of how the IDs (independent directors) define their role: are they merely ‘peacetime’ directors, or should they step in and help stabilise the company through turbulence,” Tandon said.
According to Shriram Subramanian, founder and managing director of InGovern Research Services Pvt. Ltd, a proxy advisory firm, AGS’ four independent directors may not have understood the company’s business, problems, and risk management practices.
“The directors have just warmed the seats at board meetings and exited at the first sign of trouble for the company,” said Subramanian. “If there is any fraud by the promoters, the independent directors would be the first to sense it.”
AGS, which went public in January 2022, has seen its share price crash over 60% this year: from ₹65.04 on 1 January to ₹25.84 on Thursday, 20 February.
Also read | Inside the AGS cash crunch that led to shut ATMs and loan defaults‘Personal reasons, other
