Vivekanand Cotsipn Limited changed four independent directors

Vivekanand Cotsipn Limited changed four former independent directors across two successive cohorts between December 9, 2025 and April 16, 2026. The first two directors ceased on December 9, 2025, their replacements ceased on April 9, 2026, and the current two independent directors were appointed on April 16, 2026, when three board committees were constituted.

How did Vivekanand Cotsipn change its independent directors?

Vivekanand Cotsipn initially appointed Sandeep Kumar Likhamania and Neha Agarwal as additional directors on January 17, 2025 and regularised both as non-executive independent directors on the same date. An independent director is a director classified as independent under Regulation 16(1)(b) of the Securities and Exchange Board of India, or SEBI, Listing Obligations and Disclosure Requirements Regulations, 2015. The board-changes table records the January 2025 appointments as intended to ensure better corporate governance.

The first pair ceased on the same date, December 9, 2025, ending appointments that began on January 17, 2025. The disclosure attributes Neha Agarwal's cessation to resignation because of personal reasons and other professional commitments. For Sandeep Kumar Likhamania, the table records the December 9, 2025 cessation but does not separately state a reason for that cessation.

What changed in the four months to April 2026?

Vivekanand Cotsipn replaced the first independent-director pair with Amitaben Hiteshbhai Patel and Himul Dasharathbhai Patel on December 9, 2025. Both were regularised as non-executive independent directors on December 17, 2025. The disclosed appointment dates meant there was no gap between the December 9 cessation of the first pair and the appointment of the second pair.

The second pair ceased on April 9, 2026, about four months after their December 9 appointments. The prospectus says their offices were vacated because of resignations for personal reasons and other professional commitments. On April 16, 2026, seven days after those cessations, Vivekanand Cotsipn appointed Rohit Khandelwal and Bhavika Sanghani as additional non-executive independent directors.

Rohit Khandelwal and Bhavika Sanghani were regularised on April 23, 2026, and each has a disclosed five-year appointment from April 16, 2026 without retirement by rotation. Rohit Khandelwal is a commerce graduate, a Fellow Member of the Institute of Chartered Accountants of India, an Associate Member of the Institute of Company Secretaries of India and a registered valuer for securities or financial assets with the Insolvency and Bankruptcy Board of India. Bhavika Sanghani holds a Bachelor of Business Administration degree and is an Associate Member of the Institute of Company Secretaries of India.

How much of Vivekanand Cotsipn's board is independent?

Vivekanand Cotsipn has six directors, including two independent directors, according to its corporate-governance disclosure. Independent directors therefore represent one-third of the six-member board by headcount. Rohit Khandelwal and Bhavika Sanghani are the two non-executive independent directors shown in the management structure.

The remaining four directors are promoters, and each held 20.00% of the equity shares as of the prospectus date. Their combined disclosed holding was 80.00%, while neither independent director held equity shares. The prospectus also says the four promoter directors provided personal guarantees for the company's existing borrowings.

The company has no subsidiary and its articles of association do not require directors to hold qualification equity shares. Vivekanand Cotsipn says directors have no service contracts providing termination benefits other than statutory benefits. These disclosures distinguish the two independent-board positions from the promoter directors' 80.00% collective shareholding.

When did Vivekanand Cotsipn constitute its governance committees?

Vivekanand Cotsipn constituted its Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee by board resolutions dated April 16, 2026. That was also the effective appointment date for Rohit Khandelwal and Bhavika Sanghani. The company says SEBI listing-regulation requirements will apply immediately when its equity shares list on the SME platform of BSE Limited.

The three-member Audit Committee is chaired by Rohit Khandelwal and includes Bhavika Sanghani and Nirav Bharatbhai Patel. Its stated responsibilities include reviewing financial reporting, related-party transactions, internal financial controls, risk-management systems and the use of issue proceeds. The committee must meet at least four times a year, with no more than 120 days between meetings and at least two independent members present at each meeting.

Bhavika Sanghani chairs the four-member Stakeholders Relationship Committee, whose members also include Rohit Khandelwal, Nirav Bharatbhai Patel and Jasmin Vishnubhai Patel. It must meet at least four times annually, with a maximum four-month interval between meetings, and handles shareholder and investor grievances. Its disclosed remit includes share transfers, duplicate certificates, dividend-related complaints and oversight of the registrar and share transfer agent.

The Nomination and Remuneration Committee comprises Bhavika Sanghani as chair, Rohit Khandelwal as member and Bharatbhai Prahaladbhai Patel as member. Its April 16, 2026 resolution gives it responsibility for identifying qualified directors and senior management, recommending appointments and removals, determining independence criteria and reviewing executive remuneration. The current independent-director pair therefore joined all three disclosed committees on their appointment date.

What does the disclosure say about the governance transition?

Vivekanand Cotsipn's board-changes table shows three independent-director cohorts from January 17, 2025 to April 16, 2026. Four former independent directors left in two paired events, on December 9, 2025 and April 9, 2026. The stated reasons for the departures of Neha Agarwal, Amitaben Hiteshbhai Patel and Himul Dasharathbhai Patel were personal reasons and other professional commitments.

The prospectus does not disclose an assessment of why the two earlier cohorts did not continue, beyond the stated reasons and the recorded changes. It presents the April 2026 appointments as measures to ensure better corporate governance and says the committee requirements have been complied with. The committee terms provide that the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee continue until the board resolves otherwise.

Conclusion

The disclosed sequence places Vivekanand Cotsipn's current independent-director cohort at the centre of its pre-listing committee structure. Rohit Khandelwal and Bhavika Sanghani were appointed on April 16, 2026 after four former independent directors had left in the preceding four months, while the six-member board retained four promoter directors with 80.00% collective shareholding.

The next disclosed point to watch is the operation of the April 16, 2026 committees after listing, when the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 and SEBI Prohibition of Insider Trading Regulations, 2015 become applicable. The prospectus sets a minimum of four Audit Committee meetings each year and requires at least two independent members at every Audit Committee meeting.