‘Corporate governance in India remains largely confined to seminars, not boardrooms’

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As regulatory oversight tightens and compliance expectations become more complex, businesses are facing increasing pressure to navigate a rapidly evolving legal landscape. Against this backdrop, businessline spoke with Suhas Tuljapurkar, Managing Partner of Legasis Partners and Founder Director of Legasis Pvt Ltd, a compliance and legal-tech firm that blends legal expertise with technologies such as AI, machine learning and advanced analytics. Drawing on over 14 years of experience helping companies manage governance and compliance challenges, Tuljapurkar shares his views on regulatory enforcement, boardroom accountability, data protection, AI adoption and the growing need for diversity in corporate leadership.

Excerpts:

Is corporate governance adequately practised in India?

Corporate governance in India remains largely confined to conferences and seminars rather than being embedded in boardroom practices. Board effectiveness remains a concern. Independent directors are expected to balance stakeholder interests, including when they conflict, but this responsibility must translate into actual decisions and organisational culture. Related-party transactions and conflicts of interest remain major concerns. Transactions sometimes reach the board or audit committee after they have taken place, although prior approval may be required. Companies need systems that flag potential conflicts before contracts are executed. Integrating compliance tools with enterprise resource planning systems can help identify these transactions in advance.

With rising litigation, are corporates focusing more on compliance than on business?

Compliance is a preventive measure, much like a braking system in a car. Companies should focus on preventing violations rather than defending themselves after litigation arises. Corporate India has increasingly recognised compliance as a safeguard against business risks rather than merely a regulatory cost. Every regulatory obligation reflects a stakeholder expectation, but the consequences of non-compliance can vary. SEBIi’s settlement mechanism allows companies to resolve certain matters through prescribed procedures. Similarly, the Ministry of Corporate Affairs has decriminalised several offences under company law, providing avenues to address certain violations without prolonged prosecution.



Are laws in India equipped to deal with emerging digital businesses and AI?

The regulatory ecosystem is evolving, with SEBI, the RBI and NITI Aayog addressing aspects of responsible AI. However, companies must retain human oversight and avoid blindly relying on AI-generated outputs. The real test is whether AI can improve decision-making and produce accurate, reliable outcomes. AI’s immediate value lies in improving the accuracy and comprehensiveness of compliance rather than reducing costs. Companies should first focus on strengthening assurance and identifying gaps before assessing potential cost savings.

How challenging will the Digital Personal Data Protection framework be for corporates?

The DPDP framework marks a shift towards principle-based legislation. Companies must demonstrate that they have appropriate safeguards, obtain consent where required and use personal data for legitimate purposes. When breaches occur, businesses must respond transparently, meet applicable reporting requirements and demonstrate the safeguards they had implemented. Concealing a breach or relying solely on a legal defence would be counterproductive. The emphasis is on accountability and building trust in the use of personal data.

Will AI disrupt employment opportunities for junior lawyers?

We are encouraging junior lawyers and associates to use AI to improve their work rather than replacing them with technology. The objective is to strengthen their legal capabilities and allow them to focus on core lawyering skills. Despite adopting several AI tools, including those developed in-house, we have not reduced manpower. AI cannot replace human judgement in boardroom decisions, particularly on ethics, integrity and risk. Its role is to provide directors with better inputs through data integration and analytics. Some boards have adopted these systems, while others are still working towards deeper integration.

Has women’s representation on corporate boards improved sufficiently?

Women directors have made a significant difference to boardroom decision-making, and there is ample talent available in corporate India. The challenge is connecting qualified women with companies seeking directors. A dedicated directory of potential women independent directors could widen the talent pool and help boards identify candidates beyond their existing networks.

What needs to change to improve compliance among listed companies?

Companies must move beyond a tick-box approach and embrace what I call “compliance by choice”. This means following the spirit as well as the letter of the law. Compliance officers also need a stronger voice in corporate decision-making, including through regular presentations to audit committees. Ultimately, compliance must become part of organisational culture rather than remain a regulatory formality.

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