Summary: Indian corporate governance law pulls independent directors in two directions. Schedule IV to the Companies Act, 2013, requires them to keep out of day-to-day management. At the same time, a recent line of orders from SEBI and the Securities Appellate Tribunal demands closer diligence from independent directors on audit committees. The boundary between the two, the Lakshman Rekha, turns not on how much an independent director engages but on the channel and character of that engagement. Diligence is about the quality of oversight. Overreach begins the moment an independent director substitutes their own judgement for management’s in executing a decision. A related difficulty concerns independent directors who serve as managing directors elsewhere and carry their executive instincts into boardrooms where they are meant to oversee only. The shift from an executive to a non-executive mindset usually takes years, and that lag is a complication Boards cannot afford to ignore.