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Sebi weighs barring auditors if audit fails to give a true picture

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The proposal from Sebi’s panel on corporate governance comes after some listed banks reported bad loans that diverged widely from RBI’s assessment

Mumbai: A Securities and Exchange Board of India (Sebi) panel on corporate governance is considering whether an auditor should be barred from scrutinizing the books of listed companies if an audit is ineffective and fails to spot financial discrepancies.

It’s the first time the regulator is considering an active monitoring of the role of auditors, currently governed by the Institute of Chartered Accountants of India (ICAI). The debate on the role and responsibility of auditors started again after some listed banks reported bad loans that diverged widely from the assessment of the Reserve Bank of India (RBI).

Sebi sought clarifications from the lenders on bad loan divergences and also sought information from their auditors.

“Of course we sought information from auditors. In fact, this is one of the areas that Sebi’s governance panel is examining—that is, how Sebi can step in to monitor the role of auditors. We can bar them from audit of the listed companies, if audit is found to be ineffective, or also from auditing any Sebi-regulated entities,” said S. Raman, whole-time member, Sebi, in an interview.

Raman is set to demit office on 6 September; he is the last Sebi member from the tenure of former chairman U.K. Sinha’s tenure, which ended on 1 March.

On 2 June, Sebi had set up a 21-member panel under the chairmanship of Uday Kotak, executive vice-chairman and managing director of Kotak Mahindra Bank Ltd, to advise it on issues relating to corporate governance in Indian firms.

“All those associated with the preparation and audit of financial statements, annual reports and other statutory prescriptions of listed companies need to be highly conscious of their expected roles in furthering credibility in the governance architecture,” said S.N. Ananthasubramanian, practising company secretary and former president of the Institute of Company Secretaries of India.

“In this context, the proposal to debar (errant auditors) seems not only a logical step towards that objective, but also conforms sequentially to recent developments like continuation of NFRA (National Financial Reporting Authority) in Companies Act 2013 and reported crackdowns on professionals following revelations of shell companies,” said Ananthasubramanian.

Sebi, in recent years, has debarred chartered accountants under powers granted to it by Section 11(B) of Sebi Act. Sebi is empowered to bar entities from the market if their conduct is harmful to the interests of investors.

“In recent years, Sebi has passed a few widely-worded orders against chartered accountants and auditors. In a case, Sebi, while debarring an auditor, considered the requirements of Accounting Standards and Guidance Notes issued by ICAI and gave a finding that these were not complied with. While Sebi has wide powers to regulate its own domain, a clear regulatory policy on what it would consider a fault in a professional’s good-faith judgement would be a welcome measure,” said Sumit Agrawal, founder of Suvan Law Advisors and who has previously worked at Sebi.

The panel is expected to submit its report to Sebi by the end of September, after which the report would be put up for public comments before the regulator finalizes the new corporate governance rules. Corporate governance standards have been a subject of debate following the removal of Cyrus Mistry as Tata Sons Ltd chairman, and Vishal Sikka’s resignation as chief executive officer of Infosys Ltd.

In both cases, Sebi had to step in to examine allegations of governance lapses, and the role of independent directors.

“In high-profile cases, it is difficult to take a stand without all the facts. In any given case, Sebi looks at the evolving situation before finally forming an opinion,” said Raman, without commenting on any particular case.

In addition, the governance panel will also make recommendations on disclosure and timely dissemination of annual reports.