CORPORATE GOVERNANCE OR CORPORATE THEATER? A Critical Appraisal of Board Independence and Minority Shareholder Protections under the Companies Act 2013

The Companies Act 2013 represented a landmark overhaul of Indian corporate law, purportedly transplanting global best practices in corporate governance onto a domestic legal landscape long dominated by promoter-controlled enterprises. This paper critically examines whether the Act's headline reforms mandatory independent directors, audit and nomination committees, related party transaction rules, and minority shareholder remedies constitute genuine structural transformation or whether they amount to little more than governance theatre: elaborate compliance rituals that satisfy formal criteria while leaving the underlying architecture of promoter dominance intact. Drawing upon legislative text, judicial decisions, SEBI regulations, empirical studies, and comparative jurisprudence from the United Kingdom, the United States, and Singapore, the paper argues that structural pathologies endemic to Indian listed companies concentrated ownership, interlocking directorates, family dominated boards, and enfeebled institutional investors systematically undermine the protective capacity of facially progressive statutory provisions. While the Act introduced significant procedural advancements, meaningful governance accountability will remain elusive absent deeper reforms targeting independence criteria, enforcement