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of <h1>Ministry clarifies liability of Independent Directors under Companies Act 2013; proceedings only if aware or involved.</h1> The circular from the Ministry of Corporate Affairs clarifies the prosecution and adjudication proceedings against Independent Directors, non-promoters, and non-KMP non-executive directors under the Companies Act, 2013. It specifies that such directors are liable only for acts of omission or commission with their knowledge, consent, or connivance. The circular emphasizes that Independent Directors and non-promoter non-KMP non-executive directors should not face proceedings unless these criteria are met. It outlines the responsibility of directors in cases without whole-time directors or key managerial personnel and advises registrars to consult the Ministry for guidance on liability issues, ensuring proceedings are not initiated without sufficient evidence.
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