The Silence of the Influential: A Kashmiri Reckoning

In any free country, the forced exodus of a community should be a national wound not a footnote. The story of the Kashmiri Pandits is precisely that: a wound that still festers, not just because of what was done to them, but because of what wasn’t done by those who could have stood up.

It’s easy to blame external forces. But what about the internal silences?

Ramchandra Kak, the last Kashmiri Pandit Prime Minister of princely Jammu & Kashmir, resisted accession to India not out of disloyalty, but out of strategic caution. He was jailed and erased from mainstream narratives.

T.N. Kaul, a seasoned diplomat and confidant of Nehru, held the power to shape global narratives. Yet, when the valley burned, his voice was conspicuously absent.

Romesh Bhandari, Governor of J&K during the buildup to the insurgency, failed to anticipate or respond to the growing threat. Karan Singh, heir to the Dogra dynasty and a lifelong Congress statesman, spoke often of Kashmir’s spiritual legacy but rarely addressed the Pandit exodus with urgency.

Even within the bureaucracy, Kashmiri Pandits in the IAS, IFS, and IPS those with institutional access chose silence over solidarity. Their reluctance to speak out or resign in protest is a moral failure rarely discussed.

This isn’t about vilifying individuals. It’s about a pattern: elite Kashmiri Hindus, despite access to power and platforms, often chose detachment over advocacy. The tragedy of 1990 wasn’t just a failure of security it was a failure of memory, responsibility, and courage.

The deeper question remains: why have Hindus, time and again, failed to stand up for Hindus not in the spirit of exclusion, but in the spirit of justice?

If we cannot name our own silences, how will we ever break them?

Beyond Capability The Sustainability Question in Reclaiming POJKGB

Seventy-eight years after Partition, the call to reclaim Pakistan-Occupied Jammu, Kashmir, and Gilgit-Baltistan (POJKGB) resurfaces with renewed urgency. The question, however, is no longer whether India can reclaim these territories. The real question is: can we sustain them?

This is not a matter of sentiment or symbolism. It is a matter of strategic foresight, demographic realism, and governance preparedness.

1. Military Capability Is Not the Issue

India’s armed forces are among the most experienced in high-altitude warfare. The Kargil conflict, surgical strikes, and sustained counterinsurgency operations in Kashmir have demonstrated operational readiness. Most recently, Operation Sindoor India’s decisive multi- domain retaliation following the Pahalgam terror attack showcased the country’s ability to execute precision strikes across land, air, and sea. The operation neutralized key Pakistani assets, demonstrated tri-service coordination, and reaffirmed India’s capacity to act under the nuclear shadow. If the objective were purely military, India could act. But military success is only the beginning. Sustainable integration demands far more: civilian infrastructure, political legitimacy, economic rehabilitation, and long-term security stabilization. These are not short-term wins they are generational commitments.

2. Demographics Have Shifted Irreversibly?

Over the past seven decades, the population in POJKGB has undergone systematic demographic engineering:

- Displacement of original Dogra, Shia, and non-Muslim communities

- Radicalization through madrasa networks and ideological indoctrination

- Erosion of cultural and linguistic ties with Jammu and Kashmir

Reclaiming territory is one thing. Reclaiming hearts and minds especially those raised under anti-India narratives is another. Any reintegration effort must grapple with the psychological and generational alienation that now defines the region.

3. Governance Vacuum and Institutional Absence

Unlike Indian-administered Jammu and Kashmir, POJKGB lacks:

- Panchayati Raj institutions

- Independent judiciary

- Transparent electoral systems

- Civil society frameworks

India would need to build governance from scratch not just administratively, but socially and culturally. This is not a plug-and-play exercise. It requires deep state capacity, sustained investment, and a patient, participatory approach.

4. Diplomatic and Strategic Calculus

A military move would not go unnoticed. China, a stakeholder in Gilgit-Baltistan via CPEC, would react. So would the Islamic world and Western powers invested in regional stability.

India must weigh:

- The risk of two-front escalation

- Potential economic sanctions or diplomatic isolation

- The long-term reputational cost of perceived aggression

The smarter path may lie in diplomatic assertion, information warfare, and supporting internal dissent not tanks and troops.

5. Reframing the Narrative: From PoK to POJKGB

The term “PoK” is reductive. It erases the distinct identities of Jammu, Kashmir Valley, and Gilgit-Baltistan each with its own history, grievances, and strategic value.

A more accurate framing Pakistan-Occupied Jammu, Kashmir, and Gilgit-Baltistan (POJKGB) is not just semantic. It is a strategic necessity. Precision in language reflects precision in policy.

Conclusion: The Real Test Is Not War, But What Comes After India’s claim over POJKGB is legally sound and militarily feasible. But reclaiming territory is not the same as reclaiming people. The real challenge lies in winning minds, rebuilding institutions, and sustaining peace.

This is not a sprint. It is a marathon of statecraft, storytelling, and strategic patience.

The question is not can we, but should we and how...

The Sultanate of Stability: A Personal Reflection

Between 2013 and 2018, I had the privilege of living in what I call the Sultanate of Stability. In a region often defined by spectacle, rivalry, and turbulence, this nation stood apart. While its neighbors dazzled with flamboyance, wrestled with conflict, or competed for dominance, the Sultanate chose a quieter path — one of steadiness, balance, and quiet strength.

My life there was modest, and perhaps that modesty was a gift. I traveled in shared taxis, squeezed between strangers who never felt like strangers for long. I also took the buses, where the journeys were slower, but the conversations more lingering — workers, students, and families all moving together in a rhythm that felt communal rather than transactional. These rides revealed the pulse of ordinary life, stories of work, family, and hope told with a simplicity that made me feel part of something larger.

I wandered through the souq not as a tourist but as a commoner, bargaining for spices, dates, and fabrics alongside locals. The souq was not a performance for outsiders; it was a living, breathing marketplace where tradition carried on in its natural rhythm.

Yet my experiences were not limited to the everyday. I also stepped into the polished lobbies of upmarket hotels and sat beneath the grand arches of the opera house. What struck me was how little the people changed across these settings. In many societies, wealth and status alter behavior — the more the money, the more distant the manner. But in the Sultanate of Stability, I found a rare constancy. Whether in a crowded bus, a shared taxi, or a chandelier-lit hall, the warmth of the people remained the same: welcoming, friendly, and unpretentious.

This, I came to realize, was the essence of the Sultanate’s governance and culture. Outsiders might see a closely monitored system, but those who lived within it experienced a society where oversight was balanced by welfare, where tradition coexisted with modernity, and where safety was not a slogan but a lived reality. It was a place where leadership transitions were carefully managed, where long-term visions were pursued with discipline, and where the social contract was honored in practice.

All of this unfolded against the backdrop of a restless neighborhood. To the north, the Kingdom of Glittering Towers dazzled with its flamboyance, chasing global attention through spectacle. To the west, the Land of Endless Strife struggled with fragility, its people caught in cycles of conflict. To the east, the Dominion of Commanding Thrones projected dominance through wealth, influence, and power. And yet, in the midst of these extremes, the Sultanate of Stability endured as an oasis — not by accident, but by deliberate choice.

Its story is not one of spectacle, but of quiet strength. And for me, those five years were not just a chapter of residence in a foreign land, but a lesson in how stability, humility, and balance can shape both governance and daily life.

Purposeful Inclusion and the Pressures on Young Minds

“Father, is gender something you can just decide, like picking a shirt?”

The boy’s question was innocent, but it carried the weight of a global debate. The father paused, then chose to answer not with abstractions, but with stories.

He spoke of Ardhanārīśvara, the union of Śiva and Pārvatī. This was not a curiosity, he explained, but a symbol of balance—showing that creation itself requires both masculine and feminine energies. The purpose was cosmic harmony, not confusion.

He then told the story of Śikhaṇḍī in the Mahābhārata. Born female, later transformed into a male warrior, Śikhaṇḍī’s change was not whimsical. It was necessary to bring down Bhīṣma, who had vowed never to fight a woman. The transformation served justice, resolving a moral deadlock.

Finally, he spoke of Viṣṇu as Mohinī, a form assumed not for identity’s sake, but as a strategy to outwit the asuras and protect the nectar of immortality.

The boy listened carefully. He realized that in these stories, transformations were never ornamental. They were purposeful. They upheld dharma, restored balance, and resolved dilemmas that rigid binaries could not.

The father concluded: “Our tradition has always acknowledged diversity, but with context, purpose, and balance. It never asked children to decide their gender before they even understood their own bodies. It showed that identity can be fluid, but always in service of something greater—justice, balance, or truth.”

Beyond the Conversation

This is where the dialogue ends. But as adults, we must reflect on forces shaping young minds today—forces that cannot be part of a child’s conversation, yet weigh heavily on society.

• Pharma companies: What was once a cautious, therapeutic approach to gender dysphoria has, in some contexts, shifted toward medicalized pathways—puberty blockers, hormones, surgeries. These interventions, once rare, are now marketed more aggressively, creating lifelong dependencies. Vulnerable children risk being nudged into irreversible choices before they have even understood their own biology.

• School curricula: In the name of inclusivity, gender identity is being introduced at very early ages. While the intent is noble, the framing can overwhelm children who are still learning the basics of their own bodies. Instead of nurturing curiosity and patience, curricula can unintentionally push premature decisions.

• Social media: Platforms amplify identity debates in ways that are often performative. Algorithms reward extremes, peer pressure magnifies confusion, and children are exposed to global narratives without the maturity to filter them. For many, likes and shares become substitutes for genuine self understanding.

• Freely available adult content: With a few clicks, children encounter distorted portrayals of intimacy and gender roles. These images shape expectations before they have had a chance to form healthy, age appropriate understandings of relationships and identity.

Together, these influences create a powerful ecosystem that can push children into premature decisions, long before they are developmentally ready.

Closing Reflection

India’s civilizational ethos offers a different path. The Itihās and Purāṇas remind us that identity shifts are not about rushing children into choices, but about purposeful inclusion—where diversity serves balance, justice, and truth.

The real task before us is not to erase diversity, but to dignify it with wisdom and responsibility. As leaders, educators, and parents, we must ensure that inclusion is rooted in dignity, not in markets, algorithms, or imported binaries. Only then can we protect young minds from premature pressures and guide them toward a future where identity is not a burden, but a source of strength.

Vindication by colonial masters

 काही दिवसांपासून हा विषय डोक्यात घोळतोय याचे कारण Economic Times मध्ये आलेल्या एका बातमीने ज्याचे शीर्षक होते "Indian software engineer becomes US citizen in rare ceremony at White House hosted by Trump". खरच इतकी मोठी गोष्ट आहे का ही ज्याचे इतके कवतुक व्हावे? असं आहे का की कोणी पहिल्यांदाच भारतातून अमेरिकेत गेलं आहे आणि त्या व्यक्तीला त्येथील नागरिकत्व मिळालं आहे? तसं असतं तरी देखील मला वाटते की या गोष्टीचा कवतुक सोहळा नको करायला. एखाद्या परक्या देशाचे नागरिकत्व स्वीकारणे हेच माझ्या मते कमीपणाचे आहे, म्हणून मी आजच्या लिखाणाचे शीर्षक हे ठेवले आहे "Vindication by colonial masters". 

अमेरिकेत किंवा कुठल्याही दुसऱ्या प्रगत देशात जाण्याची, काम करण्याची, शिकण्याची महत्वाकांक्षा असणं यात मला काही गैर वाटत नाही, पण आपलं स्वत्व सोडून त्याच्याच मागे लागणं हे मला पटत नाही ("American Dream" ही नवीन गोष्ट नाही). अमेरिकेत शिक्षण घेऊन परत आलेल्या लोकांचे प्रमाण सध्या अधिक आहे, मी असे मुळीच म्हणत नाही की जे जातात ते परत येत नाहीत. पण मुद्ध हा आहे की परत आलेली व्यक्ती ही आकाशातून पडली असल्याचे भासवत, कुवत आणि संधी असून देखील स्वतःच्या देशात राहूनच त्याच्या प्रगतीसाठी खारीचा वाटा उचलणाऱ्या कित्येक लोकांना खिजवले जाते. ज्याचे कोणाचे American Dream किंवा इतर काही प्रयत्न असतील ते त्यांनी आवश्य करावे पण इथे राहणाऱ्यांनी त्यांचे कवतुक सोहळे बंद करावे.

WITH GREAT POWER THERE MUST ALSO COME -- GREAT RESPONSIBILITY

India that is Bhārat has always been a place which has celebrated diverse views and opinions, we have had a history of celebrating Vāda as a form of learning.

For us humans it is hard to imagine life of a country as our understanding of time is with a very narrow lens. But then, to better understand the journey of freedom of speech in our country I propose to divide the phases of freedom of speech into three periods,

• Ancient Bhārat

• Colonial period

• Republic in 1950

Ancient Bhārat symbolizes the epitome of freedom of speech where the public were free to speak up without the fear of repercussions. An example from Rāmāyaṇa which demonstrates this freedom is the Sītā Agniparīkṣā. The public of Ayodhyā were free to question the chastity of their own queen (Sītā) and the King of Ayodhyā (Rāma) had to abide by the prajādharma and Sītā did prove her chastity by undergoing agniparīkṣā. With the benefit of hindsight, we might disagree with the event as hard to digest the fact that such an incident even took place and put this in the category of hate speech. It was the reality of those time as the Rāmarājya allowed the prajā this extreme level of freedom without fear.

In contrast, the colonial period be it middle eastern or western exudes extreme level of suppression where every opposition to the ruler fell into the category of sedition (hate speech) and suppressed. There have been multiple instances where the public rose against the tyranny of the colonial rulers for which extreme levels of punishments sentenced by the courts. One such example is when Veer Savarkar sentenced to Andaman Jail (Kālāpāni) for two consecutive life imprisonments, totaling fifty years on the charges of sedition which included primarily authoring books and articles against the British Government. Few of his works banned from publication by the then British government were Biography of Giuseppe Mazzini (Italian Nationalist leader), The Indian War of Independence 1857, etc.

In the present times, we see the freedom of speech hovering between these two extremes like a pendulum. We had times when the State has been extremely suppressive on the Freedom of speech by going to the extent of banning books or music and in instances declaring Emergency. On the other hand, we have seen times where public has come out on streets to express their protests like the Maratha Andolan (Maharashtra) in 2017, Jan Lokpal Andolan in Delhi in 2011. Though we did not see the solution to the outrage, except a few instances of use of water cannon or batons the Governments were receptive and allowed such protests on the streets.

Usually, we see that freedom of speech changes basis the convenience of the ruler / Government but that may not always align with the Constitution of India. The quote from the movie Spiderman “With great power comes great responsibility” relates back to the text in the Constitution which grants freedom of speech but with reasonable restrictions. Usually, we all are aware of freedom of speech as one of the fundamental rights in the constitution, however, very few realize that this right is restricted. There are occasions where to express our opinion we inadvertently restrict someone else’s right to express, and which gets in the category of hate speech.

A clear interpretation of the Article 19 of the Constitution of India is a responsibility of each citizen that way we will be able to express our thoughts and opinions without restricting rights of our fellow citizens.

Closing narration in the 1962 Amazing Fantasy #15 – Spider-Man. Script by Stan Lee and used in the Marvel movie by the name Spider-Man attributed to Uncle Ben as advice to the young Peter Parker (Spider-Man).

 https://gazetteers.maharashtra.gov.in/cultural.maharashtra.gov.in/english/gazetteer/VOL-II/REVOLUTIONARY_III.pdf

Constitution of India Article 19(1)(a) read with Article 19(2).

Urdu Film Industry

Few days back saw Dil Chahta Hai probably for the 3rd or 4th time. This movie was released in 2001 and was a big hit. This time it was different instead of watching I was analyzing and shocked how a film can influence the culture. We assume that Bollywood films are in Hindi however, this statement acts as a camouflage and the actual language is Urdu. I have no doubt that my generation thinks that they talk in Hindi however, they are actually using Urdu to communicate without realizing the impact.

Language is the vehicle of imbibing culture. The local sayings are very much linked to the culture of the society. Imitations or translations for the purpose of knowledge is agreed but here there is nothing Bharatiya. The inherent culture of this country is made a joke on these same platforms and we the Bharatiya Janata who without realizing support this.

Sanskritized hindi is made fun of but appreciations for persianized / arabized hindi is rampant.

I am sure people who are reading this will ignore as an unnecessary waste of time. Still honestly urge you all to give it a thought.

The Sabrimala ConfusionMENSTRUATION ACROSS CULTURES A Historical Perspective

The Sabrimala Confusion

MENSTRUATION ACROSS CULTURES 

A Historical Perspective

Publisher: Vitasta Publishing Pvt Ltd

लेखक- Nitin Sridhar

तर आता हे पुस्तक निवडण्याचे कारण म्हणजे हे वाचून माझं अज्ञान माझ्या समोर ठिय्या देऊन बसलं। Indic Academy या संस्थेने लेखकांशी संवाद या कार्यक्रमात नितीन श्रीधर यांना बोलावले होते तेव्हा या पुस्तकाबद्दल अधिक माहिती कळली। लेखकाच्या बोलण्याने मी इतका प्रभावित झालो आणि ठरवलं हे पुस्तक वाचायचे। इतक्या कमी वयात असा विषय निवडणे याचेच मला नवल वाटले।

पुरुष असून या विषयावर लिहिणे कशाला या प्रश्नाचे उत्तर हे त्यांनीच त्यांच्या बोलण्यात सांगितले ते "की तुम्ही बायका नाही लिहीत म्हणून मला हा विषय लिहावा लागला"। आणि हे खरच आहे आपल्या anglicised बुद्धीला हा विषय झेपत नाही। 

मला देखील मी याचा फोटो टाकला तेव्हा काही लोकं म्हणाले होतो की तू कशाला हा विषय तुला काय करायचे आहे समजून घेऊन। मी वाचलं कारण मला वाटलं हा विषय मला कळला पाहिजे त्यामागचे शास्त्र हे माहिती पाहिजे। 

लेखकाने खूप अभ्यासपूर्ण लिखाण केले आहे, कुठेही संदर्भा शिवाय नुसतीच वाक्य टाकली आहेत असे नाही। नुसता हिन्दू धर्म नाही पण बाकी पंथांमध्ये धर्मांमध्ये काय पद्धती आहेत किंवा मासिक पाळीबद्दल काय विचार मांडला आहे त्यामागची कारणे या सगळ्याची माहिती दिली आहे। 

आयुर्वेदात मासिकपाळी बद्दल कोणत्या गोष्टी सांगितल्या आहेत, त्या case study चा आधार घेऊन पटवून द्यायचा प्रयत्न केला आहे।

Feminism च्या जगात या गोष्टी बोलणं देखील खूप मोठी संकटे ओढवून घेण्यासारखे आहे, पण hats-off नितीन श्रीधर यांनी हे कार्य पूर्ण केले। 

Conclusion: पारंपारीक पद्धती या नुसत्या पद्धती नसून एक शास्त्र आहे आणि त्याच्या बद्दल जितकी माहिती आपण मिळवू तितके आपण जागरूक होऊ। मग त्या परंपरांचे ओझे न होता तो आपल्या जिवनाचा एक भाग होतील। 

CHALLENGES OF INDEPENDENT DIRECTORS: COMPREHENSIVE STUDY

ABSTRACT 

Independent directors act as guardians of ethical conduct and strategic decision making ensuring the organizations’ success. Institution of independent directors play a crucial role in ensuring the director’s accountability for their actions. Independent directors are appointed on the board of the company in the role of trustees of shareholders who would protect their interests in the company. However, there are issues that persist with their actual independence in the company. There has been plethora of scams both in Bharat and in other jurisdictions where the role of independent directors could have prevented them from happening had the independent directors been more vigilant and performed their functions as per the standards. Hence, it has been argued that there are various issues subsisting within the institution of independent directors, this paper is an attempt to identify the challenges plaguing them and hampering their effective functioning and covers recent case studies on the subject. 

Introduction 

Company as a Legal Person 

As per the recorded history, companies are in existence since multiple centuries. The earliest example of a company takes us back to the year 578 to Japan. However, from the Bharat standpoint we can trace it back to the 18th Century as per the recorded history of the Company form of organization. The earliest record of this being the Wadia Group which is still in existence even after 200 plus years. Thus, the long history reflects a perpetual existence which is also one of the peculiar features of the Company form of organization. 

The word "company" is derived from two Latin words that are "com" & "panis" which means "together" & "bread" respectively. So, it literally means that a company is an association of persons who took their meals together. 

Definition: According to section 2 clause 20 of the Companies Act, 2013 a "company" means association of a person formed or registered under either present company laws, which is Companies Act, 2013 or previous company laws, which is Indian Companies Act, 1956/1913/1882 etc. Here, Association of Person (AOP) belong to two different types. 

Incorporated AOP: 

A single person distinct from the members who constituted it. Having such legal rights to make a contract and can purchase any property etc. It can come into existence through either the company legislation or by special act of Parliament called statutory corporation. 

Unincorporated AOP: 

Mere collection/aggregation of individuals for example partnership firms are not registered under the act and don't have any legal identity. 

With the peculiar features the company does provide many benefits such as limited liability, separate legal entity, transferability of shares, perpetual succession, etc. These features are at the risk of abuse by the people who are at the helm of affairs of the company, this is because with all the features mentioned above there is need for people to run the affairs. 

A usual structure of a company consists of the Board of Directors (BOD) at the top tier followed by the management which includes the Chief Executive Officer (CEO), Chief Finance Officer (CFO) and other senior management staff followed by the employees of the company who work in various departments. BOD is the governing body of a company, whose members are elected by shareholders to set strategy, oversee management, and protect the interests of shareholders and stakeholders. To conclude, though a company gets a legal existence independent of the shareholders the execution of the day-to-day management is dependent on the policies and practices of the individuals in authority which are the BOD and the management. 

History of Corporate Governance in Bharat (India) 

Corporate Governance concept emerged in Bharat after the second half of 1996 due to economic liberalization and deregulation of industry and business. With the changing times, there was also a need for greater accountability of companies to their shareholders and customers. The report of Cadbury Committee on the financial aspects of Corporate Governance in the U.K. gave rise to the debate of Corporate Governance in Bharat. 

Need for Corporate Governance arises due to separation of management from the ownership. For a firm to succeed, it needs to concentrate on both economic and social aspects. It needs to be fair to shareholders, customers, public at large, etc. It has various responsibilities towards employees, customers, communities and at last towards governance and it needs to serve its responsibilities at all aspects. 

The “Corporate Governance concept” is in existence in Bharat from the Arthashastra time instead of CEO at that time there were kings and subjects. Today, corporate and shareholders replace them, but the principles are still same i.e., good governance. The concept of Corporate Governance hinges on total transparency, integrity and accountability of the management and the Board of Directors. The importance of Corporate Governance lies in its contribution both to business prosperity and to accountability. 

In the age of globalization good Corporate Governance helps as a great tool for corporate bodies. It existed from Vedic times as the highest standards in Arthashastra to today’s set of ethics, principles, rules, regulations, values, laws etc as good Corporate Governance. 

History of the concept of Independent Director 

The concept of Independent Director in Bharat is unique; however, it does borrow from models of UK and US and has influence of Cadbury Committee and several other committees and of the Sarbanes-Oxley Act. 

1996 was the year where CII formed a task force to develop and promote a Code of Corporate Governance to be adopted and followed by Indian companies. The task force recommended a “Desirable Corporate Governance: A Code” in 1998 which extensively discussed the issue of Independent Director (ID). 

In the year 1999 SEBI setup a committee to promote and raise standards of Corporate Governance in India under the Chairmanship of Shri Kumar Mangalam Birla which led to the addition of Clause 49 on Corporate Governance in the listing agreement in the year 2000. This was applicable only to listed companies satisfying the prescribed thresholds. 

In the year 2002 the Government appointed the Shri Naresh Chandra Committee which among other recommendations in line with international best practices recommended that the existing definition of Independent Director be made more precise. In the same year SEBI formed a committee under the Chairmanship of Shri N R Narayan Murthy for reviewing the implementation of Corporate Governance code by listed companies which led to revision of the definition of ID in Clause 49 on Corporate Governance. 

As we see the discussion and relevance of the concept of ID is in use since introduction of clause 49 on Corporate Governance in listing agreement, however, the actual inclusion the ID was included in the Companies Act 2013 only. 

Aims and Objective of the study 

To discuss the Challenges of Independent Directors with the help of various real-life cases in corporate world which again highlight the importance and the need for Corporate Governance and the role of Independent Directors. Independent directors in Bharat face a unique set of challenges that can affect their ability to effectively oversee Corporate Governance. One of the main issues is the balancing act between their independence and the influence of major shareholders, which can sometimes lead to conflicts of interest. 

Challenges of Independent Directors 

Independent directors play a crucial role in the governance of corporations, acting as vital components of a board's structure. They are expected to provide unbiased judgment and oversight, free from the influence of internal management or significant shareholders. The challenges they face can be categorized from three different perspectives: Industry, Regulatory, and Stakeholder Expectations. 

Industry perspective 

1. Knowledge of Industry: One of the primary challenges they face is the need to keep a deep understanding of the industry in which the company operates. This includes staying abreast of the latest developments, trends, and competitive dynamics that could affect the company's performance and strategic positioning. IDs must also be able to assess the potential impact of new technologies, market disruptions, and changes in consumer behaviour on the company's business model and long-term viability.

2. Availability: Another significant challenge is the time commitment needed to fulfil their responsibilities effectively. IDs often serve on multiple boards and have other professional obligations, which can limit the time they can dedicate to each company. This can make it difficult to engage deeply with the complex issues facing the company and to develop the necessary insights to provide effective oversight and guidance.

3. Conflict of Interest: Furthermore, IDs must navigate potential conflicts of interest and ensure that their decisions are made in the best interests of the company and its shareholders. This requires a delicate balance between challenging management and supporting them in executing the company's strategy. They must also be vigilant in monitoring for any signs of mismanagement or unethical behaviour and be prepared to act decisively to protect the company's reputation and value.

4. Expectations of Industry Stakeholders: In addition to these challenges, IDs must also contend with the increasing expectations of industry stakeholders. These stakeholders expect IDs to not only oversee financial performance but also to ensure that the company is operating responsibly and sustainably. This includes addressing issues such as environmental impact, social responsibility, and corporate ethics.

To meet these challenges, IDs must possess a range of skills and attributes, including strong analytical abilities, strategic thinking, and the courage to ask tough questions and challenge the status quo. They must also be effective communicators, able to build consensus and foster an environment of open and constructive dialogue within the boardroom. 

In summary, the industry perspective on the role of IDs is one that recognizes the critical importance of their contributions to Corporate Governance, while also acknowledging the significant challenges they face in fulfilling their duties. As the business landscape continues to evolve, the role of IDs will remain essential to ensuring the accountability, transparency, and success of corporations around the world.

Regulatory perspective 

The regulatory perspective on IDs is deeply rooted in the principles of Corporate Governance, which emphasize transparency, accountability, and the protection of shareholder interests. Regulators across various jurisdictions have established guidelines and requirements for the inclusion of IDs on corporate boards to ensure that these principles are upheld. 

1. Conflict of Interest: IDs are seen by regulators as a safeguard against potential conflicts of interest that may arise when a board is composed solely of insiders or representatives of major shareholders. By bringing an external and impartial viewpoint to board deliberations, IDs help to ensure that the board acts in the best interests of all shareholders, not just a select few.

2. Complex web of laws and regulations: One of the key regulatory challenges for IDs is navigating the complex and often changing landscape of Corporate Governance laws and regulations. This includes understanding and complying with the requirements set forth by securities and exchange commissions, stock exchange listing rules, and other regulatory bodies. For example, the SEBI LODR, Companies Act 2013, etc provide specific criteria for director independence, which must be met for directors to serve on key committees such as audit, compensation, and nominating committees.

3. Corporate Governance oversight: Regulators also expect IDs to play a critical role in overseeing key areas of Corporate Governance, such as financial reporting, executive compensation, and risk management. This oversight is crucial in preventing corporate scandals and ensuring that the company's financial statements accurately reflect its financial position and performance.

4. Ever changing regulations: For example - The rise of environmental, social, and governance (ESG) considerations has added another layer of complexity to the role of IDs. Regulators increasingly expect boards to address ESG issues proactively and to integrate them into the company's strategic planning and risk management processes. IDs must therefore be knowledgeable about ESG trends and best practices and be able to assess the potential impact of ESG factors on the company's business.

In conclusion, the regulatory perspective on IDs underscores their importance in upholding the integrity of Corporate Governance. While the role comes with significant challenges, it is also an opportunity for IDs to make a meaningful contribution to the success and sustainability of the companies they serve. Their ability to meet these challenges is essential for maintaining investor confidence and ensuring the long-term health of the capital markets. 

Stakeholders Expectations 

Stakeholder expectations from independent directors are diverse and multifaceted, reflecting the broad range of interests that these directors are expected to balance. Stakeholders encompass a wide array of groups and individuals, including shareholders, employees, customers, suppliers, and the broader community, each with their own unique perspectives and concerns. 

1. Shareholders: For shareholders, IDs are seen as protectors of their investment. They rely on IDs to oversee the company's management and ensure that strategic decisions are aligned with the goal of long-term value creation. Shareholders expect IDs to provide a counterbalance to the potential short-term focus of executive management, which may be driven by performance metrics and compensation structures. They also look to IDs to exercise due diligence in monitoring financial practices and corporate strategy to prevent mismanagement or unethical behaviour that could harm the company's value.

2. Employees: Employees view IDs as advocates for a fair and safe working environment, and for policies that support growth and development within the company. They expect IDs to ensure that their voices are heard and considered in board decisions, particularly those that affect their welfare and job security.

3. Customers: Customers expect IDs to ensure that the company provides high-quality products and services that meet their needs. They also look for IDs to hold the company accountable for ethical business practices and to contribute to a culture that values customer satisfaction and loyalty.

4. Suppliers: Suppliers seek assurance from IDs that the company will be a reliable partner and that contracts will be fair and honoured. They expect IDs to foster transparent and equitable business relationships.

5. Broader Community: The wider community expects IDs to ensure that the company operates responsibly and sustainably. This includes overseeing environmental practices, social contributions, and ethical conduct. IDs are expected to ensure that the company's operations align with societal values and contribute positively to the community.

6. Effective Stakeholder Engagement: To meet these expectations, IDs must engage effectively with stakeholders. This involves establishing open channels of communication, where stakeholders can express their opinions and provide feedback. IDs should facilitate regular meetings, reports, or digital platforms for this purpose. They must also develop and implement engagement strategies tailored to the needs of different stakeholder groups, such as CSR initiatives for the community or negotiation and contract discussions with suppliers.

7. Building Trust and Credibility: Building trust and credibility among stakeholders is another critical expectation. IDs should act transparently and ethically, ensuring that stakeholder interests are genuinely considered in board decisions. They must also be adept at negotiation and conflict resolution, balancing the often-competing interests of various stakeholder groups.

8. Integrating Stakeholder Interests into Business Strategy: Finally, stakeholders expect IDs to integrate their interests into the company's business strategy. This includes prioritizing ESG considerations and ensuring that the company's strategic planning reflects an integrated approach to decision-making that takes into account the interests of employees, communities, and the environment.

In summary, stakeholders place high expectations on IDs to act as guardians of their interests, ensuring that the company is managed in a way that is not only profitable but also responsible and sustainable. IDs must navigate these expectations with skill and integrity, balancing the diverse needs of stakeholders while maintaining their independence and objectivity. Their success in meeting these expectations is crucial for building and maintaining trust in the company's governance and for the long-term success of the organization. 

Case Study:

LEEL Electricals Ltd 

(Incorporated in 1987) 

WTM/AB/CFID/CFID/30277/2024-25  1

The Securities and Exchange Board of India (SEBI) issued a final order dated April 18, 2024, regarding LEEL Electricals Ltd (LEEL)., which was under scrutiny following allegations of financial irregularities. The case revolved around the misuse and diversion of funds amounting to Rs. 472.11 Cr, which became known after the company's consumer durables (CD) business was acquired by Havells India Ltd. for Rs. 1550 Cr. 

Key points from the SEBI order include: 

• Fund Diversion: LEEL was accused of transferring debit balances from related parties to Capital Work-in-Progress (CWIP), inflating the CWIP without proper justification. This included a fictitious entry that reduced the receivable balance of a related party by Rs. 10 Cr, leading to a misrepresentation of profits. 

• Misrepresentation of Financial Statements: The company allegedly overstated profits by Rs. 356.6 Cr. through improper accounting practices. The SEBI highlighted the failure to obtain necessary approvals for related party transactions and non-compliance with Corporate Governance norms under the Listing Obligations and Disclosure Requirements (LODR) Regulations. 

• Governance Failure: The Audit Committee (AC) meetings were reportedly not convened, leading to a breakdown in governance and oversight. 

• Improper Financial Transactions: There were write-offs of consultancy charges and payments of an incentive of Rs. 4 Cr. to key management personnel without Board approval. 

• SEBI's investigation revealed substantial evidence of fund diversion and misrepresentation of financial statements. The forensic audit indicated inconsistencies between reported sales and GST returns, suggesting manipulation of financial records. As a result, the SEBI concluded that the actions of the Noticees constituted a breach of regulations, specifically the Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market (PFUTP) Regulations and indicated a systemic failure in Corporate Governance. 

• SEBI imposed a penalty of Rs 14.20 Cr on the Managing director, whole-time directors, key management personnel, and members of the audit committee of LEEL for their complicity in the misappropriations and misstatements leading to the company's liquidation. 

SEBI order against LEEL had significant implications for Independent Directors, particularly in terms of their accountability and the expectations of their role in Corporate Governance. The order highlighted the need for Independent Directors to be diligent and proactive in their duties, especially as members of the Audit Committee (AC). Here are some key points regarding the implications for independent directors: 

• Increased Accountability: SEBI order imposed a fine on the IDs of LEEL for failing to fulfil their statutory duties, emphasizing that ignorance of financial matters is not an acceptable defence. 

• Diligence in Oversight: SEBI order serves as a reminder that IDs must understand their roles and responsibilities and act diligently. They cannot rely solely on assurances from management and must actively participate in governance to protect shareholder interests. 

• Financial Literacy: IDs particularly those on the Audit Committee, are expected to possess or acquire a certain level of financial literacy to effectively oversee financial statements and disclosures. 

• Risk of Penalties: The order indicates that IDs can face substantial penalties for governance failures. This risk underscores the need for them to ensure that they are fully aware of and compliant with all relevant regulations. 

• Professional Reputations: IDs professional reputations are at stake if they are found to be complicit or negligent in cases of financial misconduct. The SEBI order demonstrates that the consequences of such failures can extend beyond financial penalties to include reputational damage. 

• Stricter Norms and Scrutiny: SEBI is tightening norms for IDs, which means that there will be increased scrutiny of their actions and decisions, particularly in cases involving financial misconduct within companies. 

Considering the SEBI order, it is clear that the role of IDs is becoming more demanding and carries greater responsibility. IDs must be prepared to meet these challenges by ensuring they have the necessary knowledge and skills to fulfil their duties effectively and to safeguard the interests of shareholders and the integrity of the financial markets.

Southern Ispat and Energy Ltd 

(Incorporated in 1995) 

WTM/GM/IVD/ID4/13810/2021-22 2

• Securities and Exchange Board of India (SEBI) has been actively monitoring and regulating the activities of corporations to protect the interests of investors and ensure fair trading practices. In the case of Southern Ispat and Energy Ltd. (SIEL), SEBI had taken significant actions in response to certain irregularities via order dated October 22, 2021. 

• The case of SIEL involved several specific irregularities that caught the attention of the SEBI. The primary issue was the manipulation in the issuance of GDRs. It was found that for many of the GDR issues, a loan was taken by a foreign entity to subscribe to the issue, and this loan was secured against the proceeds of the same issue. This practice was deemed fraudulent as it misrepresented the financial backing of the GDRs and potentially misled investors. 

• During the investigation, SEBI discovered that SIEL had made two issues of GDRs, one on August 10, 2010, and another on June 10, 2011. The investigation focused on whether the shares underlying the GDRs were issued with proper consideration and whether appropriate disclosures were made by the company while issuing the GDRs. 

• SEBI's findings led to the conclusion that the company had entered into a Pledge Agreement with the European American Investment Bank AG (EURAM Bank), pledging the proceeds of the same GDR issue for a loan availed by Vintage FZE for subscribing to the GDRs issued by the company. This arrangement was not disclosed to the investors, which is a violation of the mandatory disclosure requirements. 

• As a result of these irregularities, SEBI imposed a penalty totalling Rs 10.7 Cr. on SIEL and four individuals associated with the case. The penalty was for the alleged irregularities in the GDR issues and for the failure to make the necessary disclosures as required by the regulations. 

• IDs faced severe penalties for their failure to fulfil their statutory duties. These duties include due diligence in financial matters and ensuring that all necessary disclosures are made accurately and in a timely manner. SEBI order against IDs in the SIEL case underscored their negligence in monitoring financial transactions and aiding in financial misrepresentations, which resulted in significant penalties and underscored the importance of financial literacy, legal expertise, and an understanding of risk management and internal controls within companies. 

• IDs, particularly those serving on Audit Committees, are subject to additional scrutiny and are expected to possess relevant experience and financial literacy. The recent order by SEBI in cases like SIEL have highlighted the heightened accountability of IDs and the serious consequences they face if found negligent in their duties. A separate release order was issued for RC No. 6609/2023 against Mr. V Manikandan (Independent Director) in the matter of SIEL Limited, detailing the recovery proceedings who was the Chairman of the Audit Committee for SIEL. 

Fortis Healthcare Limited 

(Incorporated in 1996) 

WTM/GM/IVD/ID2/48/2020-21 3

Securities and Exchange Board of India (SEBI) issued an order regarding Fortis Healthcare Limited (FHL), which involved several entities in a case of alleged financial irregularities. The order addressed the violation of various regulations under the SEBI Act and the Prohibition of Fraudulent and Unfair Trade Practices (PFUTP) Regulations. It was found that funds were diverted from Fortis Healthcare Limited (FHL) to certain entities, which were then used for the benefit of the promoters of FHL. 

Key points from the SEBI order include: 

• The interim order required Fortis Healthcare Limited and Fortis Hospitals Limited to recover approximately Rs. 403 Cr., along with interest, from various entities including RHC Holding Private Limited and others. 

• These entities were directed to repay the amount with interest to Fortis Hospitals Limited within a specified time. 

• SEBI imposed penalties totaling Rs. 38.75 Cr. on 32 entities, including Fortis Healthcare Holdings, for their involvement in the diversion of funds and misrepresentation to conceal the fraud. 

• The investigation revealed a systematic scheme of fraud devised by the erstwhile promoters of FHL to funnel resources from the listed company for their benefit. 

The specific charges against the IDs in the Fortis Healthcare SEBI order revolved around their alleged failure to fulfil their fiduciary duties and due diligence responsibilities. SEBI scrutinized the IDs for their role in the financial irregularities that led to the diversion of funds from Fortis Healthcare Limited (FHL). 

• Failure to Exercise Due Diligence: IDs were charged with not exercising the required level of due diligence in their oversight of the company's financial practices, which allowed the diversion of funds to go unchecked. 

• Inadequate Oversight: The order pointed out that the IDs did not effectively exercise their independent judgment or adequate oversight of the financial transactions that led to the misappropriation of funds. 

• Non-compliance with Fiduciary Duties: SEBI's order suggested that the IDs failed to comply with their fiduciary duties, which include acting in good faith and in the best interests of the company and its shareholders. 

• Aiding and Abetting Financial Irregularities: IDs were charged with aiding and abetting the systematic scheme of fraud by not taking appropriate actions to prevent the diversion of funds. 

• Negligence in Safeguarding the Interests of Shareholders: IDs were accused of negligence in safeguarding the interests of the shareholders by failing to detect and prevent the misrepresentation in the financial statements of FHL. 

As a result of these charges, SEBI imposed penalties on the IDs for their failure to fulfil their responsibilities.

FINDINGS 

All the three cases discussed above collectively underscore the challenges faced by IDs in navigating their roles amidst complex legal frameworks and heightened regulatory scrutiny. They also highlight the importance of possessing the requisite expertise, commitment to governance standards, and an understanding of the financial aspects of the companies they serve. The evolving landscape suggests a move towards more stringent norms and greater accountability for IDs to prevent financial misconduct and protect the interests of all stakeholders. Implications of non-compliances are stringent and in all the three cases discussed we observe that the penalties whether monetary or non-monetary are levied on the IDs. 

CONCLUSION 

In conclusion, the role of IDs is laden with challenges that require a delicate balance of expertise, ethical standards, and a deep understanding of Corporate Governance. 

Key takeaways include: 

• Independent directors must navigate complex regulatory environments while maintaining their autonomy from management and significant shareholders. 

• They are tasked with the oversight of critical areas such as strategy, financial reporting, and risk management, despite having limited visibility into day-to-day operations. 

• The evolving landscape of corporate compliance demands that independent directors stay abreast of market trends and regulatory changes to effectively fulfil their roles. 

• Balancing professional commitments with directorial duties is essential to ensure that independent directors can dedicate sufficient time and resources to their roles. 

• Upholding independent judgment and mitigating conflicts of interest are paramount for maintaining the integrity of the board and the trust of stakeholders. 

These challenges underscore the importance of continuous education, ethical leadership, and a commitment to transparency for independent directors to effectively contribute to the success and governance of their organizations. 

BIBLIOGRAPHY 

1. Companies Act 

2. SEBI Act 

3. SEBI LODR 

4. MCA website 

5. N.R. Narayan Murthy Committee on Corporate Governance, 2003. 

6. Kumara Mangalam Birla Committee on Corporate Governance, 1999. 

7. Cadbury Committee on Corporate Governance. 

8. Annual Reports of Listed Companies provided in the NSE / BSE Portals, and the companies’ respective websites. 

9. Guidance Note of Independent Directors. 

10. https://www.sebi.gov.in/enforcement/orders/apr-2024/final-order-in-the-matter-of-leel-electricals-ltd-_82934.html

11. https://www.sebi.gov.in/enforcement/orders/oct-2021/order-in-the-matter-of-gdr-issue-of-southern-ispat-and-energy-limited_53462.html 

12. https://www.casemine.com/judgement/in/5fb4bc56342cca35177fc5e3