Clarification on prosecutions filed or internal adjudication proceedings initiated against Independent Directors, non-promoters and non-KMP non-executive directors
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Independent director liability limited to acts with knowledge, board attribution, consent or connivance; prosecutions require verification and sanction.
Independent directors and other non-promoter, non-KMP non-executive directors are liable only where defaults occurred with their knowledge, are attributable through Board processes, and involve their consent, connivance or lack of diligence. Registrars and investigators must verify records and e-forms to establish involvement, seek Ministry guidance when in doubt, and obtain Ministry sanction before initiating prosecutions; ongoing and already-filed cases not meeting these criteria must be reviewed accordingly.