Narad serves as the long-standing Chief Executive Officer (CEO) of Fantasy Industries Ltd, a company listed on the Bombay Stock Exchange. Narad recently met two institutional investors, who together held a 5% stake in th
CS Professional · Multidisciplinary Case Studies · PYQS · June 2025
Narad serves as the long-standing Chief Executive Officer (CEO) of Fantasy Industries Ltd, a company listed on the Bombay Stock Exchange. Narad recently met two institutional investors, who together held a 5% stake in the company. During these discussions, he provided an update on the Company's financial performance over recent months, profitability and business growth, as the Company's quarterly results were set to be disclosed to the market by next week. Narad also briefed these institutional shareholders on the Company's strategic direction, informing them of his plan to establish a strategy committee within the Company, comprising executive directors and key senior managers. At a regular management meeting, Narad met with the newly-appointed Chairman of the Company, Sarad, who also happens to be his brother-in-law. A number of pressing issues were discussed during this meeting, including the upcoming retirement and re-election process for members of the Board at the forthcoming Annual General Meeting (AGM). Xula, the Company Secretary raised a concern regarding Kurup's designation as independent director, given his proximity to the Company's management. Kurup had served as an independent non-executive director for nearly nine years. Though Kurup had proven to be highly experienced and made substantial contributions during Board meetings, his independent status had come into question. Narad maintained that Kurup's independence remained intact, despite his prolonged tenure. Furthermore, Narad informed Sarad that he had organized additional training sessions for two directors on the Board, one of the non-executive directors and the Marketing Director. On the basis of above-mentioned facts, outline the discernible weaknesses in the corporate governance practices of the Company.
Answer & Explanation:
Upon reviewing the given scenario, several weaknesses in the corporate governance practices of Fantasy Industries Ltd are evident. These include: Potential Conflict of Interest: The family relationship between the CEO and the Chairman could raise concerns about independence and decision-making, as personal ties may influence corporate governance and oversight. Lack of Independent Judgment: Kurup's extended tenure as an independent director (nearly nine years) raises doubts about his continued independence, which is essential for ensuring unbiased judgment on the Board. His re-election without an objective evaluation of independence undermines corporate governance standards. Over centralization of Power: Narad's control over both strategic decision-making and communication with institutional investors, without substantial input or scrutiny from independent directors, could result in an imbalance of power and lack of checks and balances. Usually, the Chairman also plays a role in discussions with shareholders which is absent in this case. Inadequate Training and Development: While Narad has arranged for training for two Board members, the initiative appears limited and reactive, instead of part of a comprehensive, ongoing development plan to enhance governance practices across the Board. These issues point to significant gaps in the company's governance framework, which, if not addressed, could compromise the long-term sustainability and transparency of Fantasy Industries Ltd.
Topics: Corporate Governance
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