PART 1
DIARY OF AN INDEPENDENT DIRECTOR
Who is an Independent Director?
PART ONE: The Rule Book
(Or: What They Told Me Before They Let Me In)
Chapter 1 The Companies Act Speaks: Section 149 and Its Many Ambitions
Chapter 2 SEBI Joins the Party: LODR and the Listed Company Labyrinth
Chapter 3 The Fine Print Nobody Reads: MCA Circulars, IICA Registration, and the Data Bank
Chapter 4 Other Hats: RBI, IRDAI, SEBI-Regulated Entities, and the Art of Wearing Multiple Crowns
PART TWO: The Appointment
(Or: The Letter That Changes Everything)
Chapter 5 The Letter of Appointment: Reading Between the Lines
Chapter 6 The Induction That Wasn't
PART THREE: In the Room Where it Happens
Chapter 7 The First Board Meeting: Baptism by Agenda
Chapter 8 The Audit Committee Convenes
Chapter 9 CSR: Conscience, Compliance, or Both?
Chapter 10 NRC: The Committee That Decides Who Decides
Chapter 11 A Storm in the Boardroom: Board Meeting II — The Acquisition Vote
PART FOUR: The Exits and the Lessons
Chapter 12 The Resignation Letter I Had to Write: On conscience, consequences, and the letter that cannot be unsent
Chapter 13 Liability, Litigation and the Long Shadow of NCLAT: On what happens when the regulator comes looking
Chapter 14 The Fee, the Conscience and the Mirror: On what independent directors are paid, what they are worth, and what the cheque costs
Chapter 15 10 Dos and 10 Don'ts for the Independent Director: Hard-won, imperfectly followed, offered
without apology
EPILOGUE: Independence is a Practice, Not a Certificate
PART 2
ALMANACK FOR INDEPENDENT DIRECTOR
Why this Part exists and who it is for
Chapter 16 The Mirror Before the Boardroom: On knowing yourself before you govern others
Chapter 17 The Seat You Occupy: On the nature of the independent director’s role
Chapter 18 The Art of Asking the Right Question: On inquiry as the director’s most powerful tool
Chapter 19 Reading the Room — and the Numbers: On financial literacy and the language of the boardroom
Chapter 20 The Promoter, the CEO, and You: On managing the most important relationships in the boardroom
Chapter 21 When the Room Goes Quiet: On dissent, disagreement, and the courage to stand alone
Chapter 22 Red Flags and the Art of Seeing them Early: On governance failures, warning signs, and your instincts
Chapter 23 Committees: Where the Real Work Happens: On audit, nomination, remuneration and risk committees
Chapter 24 The Minority Shareholder’s Silent Voice: On who you truly represent
Chapter 25 On Reputation, Liability and the Price of a Signature: On what you put at risk every time you sign
Chapter 26 When to Stay, When to Walk: On resignation as an act of governance
Chapter 27 Time, Tenure and the Trap of Familiarity: On the slow drift from independence to comfort
Chapter 28 The Board that Works and the Board that Doesn’t: On board culture, dynamics and collective wisdom
Chapter 29 Letters to a Young Independent Director: What you wish someone had told you before your first board meeting
Chapter 30 The Thirty Mirrors: What the governance failures had in common
Chapter 31 Governing in India: On the particular demands of independence in a promoter-led, relationship-saturated, and rapidly evolving governance landscape
Chapter 32 ESG and the New Accountability: On sustainability, stakeholder responsibility, and the governance of the company’s relationship with the world beyond its balance sheet
Appendices
Appendix 1 Schedule IV: Code for Independent Directors
Appendix 2 Key SEBI LODR Obligations for Independent Directors
Appendix 3 Part I: From Mumbai to Madras —
When Indian Directors Drew the Line
Appendix 4 Questions to be Asked before Accepting an Appointment as an Independent Director
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