The HC held that Independent Directors, defined under section...

The HC held that Independent Directors, defined under section 149(6) Companies Act, 2013, and Non-Executive Directors are protected from vicarious liability under section 149(12), being accountable only for omissions or commissions with their knowledge and consent. Liability under section 141 NI Act arises only if a director is in charge of and responsible for the company's business conduct at the time of the offence. Nominee Directors' liability depends on their specific role; being treated akin to Independent Directors under SEBI Listing Agreement, they are generally exempt from day-to-day operational liability. Consequently, the summoning orders dated 09.08.2017 against the Independent Directors, Non-Executive Directors, and the LIC Nominee Director were set aside, discharging them from proceedings. However, the summoning order against Petitioner/Accused No. 8 was upheld. The petition was allowed accordingly.

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