An Analysis Of The Role And Accountability Of Independent Directors Under The Company Law, 2013
- IJLLR Journal
- Sep 19
- 1 min read
V R Kalyani, BA LLB (H), VELS University of Science, Technology and Advanced Studies, India
ABSTRACT
Independent directors are statutorily mandated cornerstones of corporate governance in India, tasked with providing objective oversight, safeguarding minority shareholder interests, and enhancing institutional credibility. Despite a robust legal framework codified in the Companies Act, 2013, and SEBI's Listing Obligations and Disclosure Requirements (LODR) Regulations, a critical gap exists between their intended role and their actual effectiveness. This report examines this paradox, detailing the legal and fiduciary duties of independent directors while critically analyzing the systemic challenges—such as promoter dominance, information asymmetry, and ambiguous liability standards—that render them, at times, ineffective. Through an in-depth analysis of high-profile corporate scandals like Satyam, IL&FS, and Yes Bank, the report demonstrates how these challenges have manifested as catastrophic governance failures. It concludes by proposing a path forward, evaluating recent regulatory reforms and advocating for a shift from a purely rules-based compliance culture to one rooted in integrity and proactive accountability.
Keywords: Role, Accountability of Independent Directors, Company Law
