Board Stewardship February Webinar Examines RPT Oversight and Governance After Listing
Board Stewardship concluded the February 2026 edition of its Monthly Live Webinar Series with a focused and timely discussion on related party transactions (RPTs) and the shifting realities of board governance in listed companies. Held on February 6, 2026, the session brought together directors, governance advisors, capital market professionals and senior executives for a candid exchange on boardroom judgment in an era of rising scrutiny.
Opening the session, Vikesh Wallia, Managing Director & Editor, Board Stewardship, framed RPTs as one of the most defining governance challenges facing Boards today. “Related party transactions are no longer routine compliance matters. They are true tests of independence, transparency, disclosure, fiduciary responsibility and long-term stakeholder trust,” he said.
The keynote address by Burzin Dubash, COO & CFO- Ankur Capital, Former President- IIA India, set the tone for the evening. Drawing on his governance and assurance experience, Dubash highlighted the structural tension that often emerges post-listing. “An IPO changes shareholders, scrutiny and capital, but decision-making power often doesn’t,” he noted.
He emphasised that the real governance test begins after listing, when promoter-led operating styles meet public-market discipline. “Boards are judged not on compliance, but on judgment — when to challenge, when to pause, and how to convert promoter confidence into institutional credibility.”
The RPT Dilemma: Promoter Dynamics and Independent Oversight
The first panel discussion, “The RPT Dilemma: Navigating Promoter Influence & Board Oversight,” addressed the complexities surrounding RPT governance in promoter-driven enterprises.
Raajeev Batra, CA and Independent Director, Former Partner, KPMG India/Gulf, observed that RPTs themselves are not inherently problematic. “In many business groups, they are part of a legitimate operating model. The issue is not existence, but whether the transaction lies on the fault line between efficiency and fairness.”
Rashmi Joshi, Independent Director, Coach & Mentor, emphasised cultural integrity and board maturity. “Independent directors must go beyond data and understand the business context deeply. Trust in board processes and a culture of transparency are essential.”
Sanjiv Chaudhary, Head – Marketing, Alliances & HR, FinAlyzer, highlighted the importance of timing and process. “RPT deliberations should begin at the conceptual stage, not after execution. Independent directors are not there to block decisions, but to strengthen them through informed questioning.”
The discussion reinforced the need for structured evaluation, early-stage oversight, detailed documentation and a proactive audit committee to ensure fairness and defensibility.
This was followed by the Address by Shailesh Haribhakti, Chairman of the Advisory Board, Board Stewardship, and Non-Executive Chairman and Independent Director on multiple Boards, who stated, “RPT is a most emotive and little understood subject. Today’s Webinar of Board Stewardship illuminated the true spirit: balance long term entrepreneurial value versus non promoter interest versus minority protection. Balance and defensibility along with conflict avoidance can be the path forward. As many cobwebs got removed through the Q&A, participants felt fulfilled!”
From Private to Public: The Governance Shift
The second panel, “From Private to Public: The Board’s New Reality After Listing,” explored how governance expectations intensify once companies access public markets.
Bhaskar Subramanian, Managing Partner, bmpro Consulting Services, acknowledged the compliance burden that accompanies listing, but pointed to its strategic upside. “The reward is a powerful currency — listed shares — enabling acquisitions, growth and a legacy that extends beyond founders.”
Ajay Thakur, CEO & Managing Partner, TGI SME Capital Advisors LLP, stressed “RPT governance becomes far more defensible when the board anchors decisions on whether the transaction is genuinely beneficial for the entity—then applies substance over form rather than relying on structures and labels. Just as critical are process-enabled controls (systems that flag, track, and escalate RPTs early) and high-quality documentation that clearly records the rationale, alternatives considered, and how fairness was assessed.”
Subrat Panda, Executive Director, Motilal Oswal Investment Banking, shared, “The legal framework begins with the Companies Act and expands into listing and disclosure regulations. As companies go public, governance structures, board composition, and committee frameworks become essential.”
Sandhya Sriram, Group CFO, Narayana Health, shared, “A big shout out to Shailesh Haribhakti Ji for the fantastic key note, Subrat Panda for his practical insights from an investment banker’s lens and Ajay Thakur for his incisive perspectives from a regulator’s point of view and the one and only, Bhaskar Subramanian for moderating the panel with clarity, sharpness and intent.”
The February edition showcased a central theme: governance today is less about procedural compliance and more about board judgment, courage and preparedness. Strong audience engagement reflected the growing awareness that Independent Directors play a central role in balancing promoter confidence with market accountability.
With BoardPAC as Knowledge Partner, the session reaffirmed Board Stewardship’s commitment to fostering informed dialogue and strengthening governance standards for future-ready Boards.
