Closed a session this week at the Indian Institute of Corporate Affairs (IICA) on the Regulatory Framework of Board Governance, as part of the Directors Certification Master Class.
One line I came back to throughout: the standard for an independent director in India is not omniscience. It is contemporaneous diligence, documented at every meaningful decision point.
The shift is unmistakable. SEBI orders in Fortis, Vishal Ahuja, MPS Infotecnics and Edserv Softsystems have moved director liability from a knowledge-based test to a duty-based one. Mechanical approval is now itself the breach. A signature on a fraudulent document is an act, not a formality. The contemporaneous record (written questions, minuted dissent, an executive session with auditors held without management) is the defence.
Add the scale-based RPT materiality framework under the LODR Fifth Amendment, 2025 and the continuous eligibility obligations proposed in the Corporate Laws (Amendment) Bill, 2026, and the operating manual for boards in 2026 looks materially different from the one most directors trained on.
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