A director's statutory duty is not to maintain harmony in the boardroom. It is to ensure that transactions stand up to external regulatory scrutiny. Under Section 149 of Companies Act and SEBI LODR, an Independent Director can no longer defend actions by citing reliance on executive management. When an inquiry begins, regulators ask what questions you asked, what documents you demanded, and what was recorded in the minutes. During my 28+ years in managing board proceedings fo

In recent years, enforcement orders by the MCA and SEBI have increasingly examined the role and conduct of Independent Directors when listed or large unlisted entities face governance crises. Section 149(12) of the Companies Act, 2013 affords protection only if the act or omission occurred without the director’s knowledge, deliberate consent, or connivance, and where the director acted diligently. But how is "due diligence" demonstrated before a court, tribunal, or regulator?

A director who stays silent during an omnibus approval is rarely protected by silence. In regulatory enforcement, silence in the minutes is often read as consent. Over 28 years in corporate boardrooms, I watched many well-meaning directors make this assumption. They assume that if an issue was contentious, their unease was self-evident. The Securities Appellate Tribunal (SAT) and ROC view matters strictly through the written record. If your dissent or query was not recorded b