Boardroom crossroads: CEO prosecution vs bank reputation
Authors: Khandbahale Sunil , Yelamanchili Ramkishen , Pachorkar Sachin 
Published: February 2025

Learning outcomes
The case study aims to achieve the following learning objectives, structured according to the Revised Bloom’s Taxonomy: First, explore the corporate governance framework: recall the roles and responsibilities of key stakeholders at UCICI Bank and AUDIOCON Group and their coordination in governance structures; interpret the principles of stakeholder theory and their application in governance decision-making processes; apply ethical frameworks like the Markkula Center for Applied Ethics Framework and the Josephson Institute Ethical Decision-Making Model to evaluate governance effectiveness; analyse governance lapses and identify gaps in oversight and stakeholder coordination; and propose reforms in governance frameworks to prevent future fraud; evaluate how effectively the governance structure addresses corporate fraud. Second, examine the concept of conflict of interest: understand the ethical and legal implications of conflicts of interest presented in the case; apply knowledge to assess corporate governance failures related to conflict of interest; analyse oversight lapses and identify causes for governance failure; evaluate SEBI regulations on conflict of interest and recommend strategies to mitigate such conflicts in corporate settings; explore the concept of related party transactions (RPTs); understand how RPTs influence governance and stakeholder interests; apply governance principles to assess the legality of RPTs in the case; analyse risks and ethical concerns associated with RPTs and governance failures linked to these transactions; and evaluate proposed regulatory reforms to enhance oversight and transparency. Third, derive key lessons from the case: understand areas for improvement in corporate governance practices, internal reporting mechanisms and whistleblower protections; apply lessons to create strategies for improving governance practices and protecting stakeholders; analyse systemic governance flaws that contributed to the fraud; evaluate the effectiveness of governance practices in preventing similar frauds in the future; and create recommendations for improving governance, ethics and whistleblower policies. Fourth, examine basic issues and remedial measures: understand the root causes of governance failures in the case; apply knowledge of corporate governance principles to recommend reforms in regulatory and accountability frameworks; analyse weaknesses in the existing governance system that enabled fraudulent activities; evaluate the feasibility of proposed remedial measures for transparency and ethical practices; and create new governance policies to enhance accountability and prevent future frauds.
By studying the UCICI AUDIOCON Loan Fraud Case, the above objectives are aimed to shed light on the complex dynamics of corporate governance, conflicts of interest, regulatory compliance, wrongdoing reporting mechanism, whistle-blower policy and reputation risks within the banking industry. The findings and insights from the case study can contribute to improving governance practices and strengthening the integrity of financial institutions.

Case overview/synopsis
The UCICI – AUDIOCON loan fraud case epitomises a crisis in corporate governance, spotlighting ethical breaches at the highest echelons of leadership. This case study delves into the dilemma faced by UCICI Bank’s Board of Directors regarding the prosecution of its former CEO, Mhanda Mochhar. Accusations of impropriety stem from a suspicious loan of US$391.57m to AUDIOCON Group, allegedly facilitated by Mochhar in exchange for personal benefits. The ensuing investigation unearthed violations of banking regulations, including non-disclosure, conflict of interest and RPTs. The pivotal board meeting, dissected in this study, underscores the delicate balance between accountability and reputational damage. Through analysis and debate, stakeholders grapple with the repercussions of their decisions on the bank’s integrity and stakeholder trust. The case encapsulates broader lessons on corporate governance, conflict of interest and regulatory oversight, serving as a springboard for critical inquiry and strategic reform in the financial sector. As the saga unfolds in the courtroom, this study provides a lens into the complexities of corporate morality and the imperative for robust governance frameworks.

Complexity academic level
This case study can be used in classes/subjects such as Finance, Strategic Management, Corporate Governance, Business Ethics and Law for (Vidgen, Hindle, & Randolph, 2020).▪ Graduate students and officials.

Supplementary material
Teaching notes are available for educators only.

Subject code
CSS1: Accounting and Finance.