Bharat The Diary of An Independent Director by CA. Mohan R Lavi & CA. Nawshir Mirza 1st Edition 2026

The Diary of An Independent Director Mohan R Lavi & Nawshir Mirza Edition 2026

The Diary of An Independent Director Mohan R Lavi & Nawshir Mirza Edition 2026

Description

The book offers a perceptive analysis of the distinctive dynamics of Indian boardrooms, shaped as they are by cultural norms and the influence of promoter-directors. Its insights are consistently thoughtful and often profound. Particularly valuable is the framework of thirty reflective questions that enables independent directors to assess their own effectiveness and conduct. The author’s observations are not merely the product of experience; they reveal a rare capacity for careful observation and honest self-reflection. The book repeatedly stresses the importance of diligence (and of being able to demonstrate it if asked) as both, a duty of directorship as well as the only shield against a claim of negligence when governance fails. The concluding chapters of this section address two subjects that concern every independent director: liability and remuneration. On liability, Mohan candidly presents the Indian experience, leaving readers to decide for themselves whether board service is a risk they are prepared to assume. His discussion of directors’ remuneration is equally balanced, examining the issue from multiple perspectives before acknowledging that there is no universally satisfactory answer to what constitutes reasonable compensation

Content

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

About the Author

Nawshir Mirza is a Fellow of the Institute of Chartered Accountants of India (qualifying in 1973) and a graduate in commerce from the University of Calcutta’s St. Xavier’s College. He is noted for his work towards improved governance in the corporate sector. He has spoken often at conferences on this subject and has designed for various professional and business associations programmes to prepare people for director roles. Nawshir was closely involved in the development of the Tata group’s governance guidelines.

Mohan R Lavi is a Chartered Accountant based out of Bangalore with more than 25 years of post-qualification experience in practice as well as industry. He now runs his own consulting firm in Bangalore which specializes in financial reporting under Ind AS/IFRS/US GAAP and Indirect taxes