https://www.taxtmi.com/caselaws?id=445174 An independent non-executive director cannot be fastened with regulatory liability for alleged fraud or non-disclosure merely because of board membership or audit committee association; liability requires evidence of actual participation, knowledge, or involvement in the impugned transaction. On the record, the GDR issue and related pledge and loan arrangements were not shown to have been placed before the audit committee, and no material linked the director to day-to-day management or the alleged misconduct. Section 177(4) of the Companies Act, 2013 could not be applied to a transaction that predated its enactment. The penalty and debarment were therefore unsustainable. en-us Wed, 06 Sep 2023 00:00:00 +0530 Wed, 01 Nov 2023 13:27:00 +0530 TaxTMI RSS Generator https://www.taxtmi.com/caselaws?id=445174 An independent non-executive director cannot be fastened with regulatory liability for alleged fraud or non-disclosure merely because of board membership or audit committee association; liability requires evidence of actual participation, knowledge, or involvement in the impugned transaction. On the record, the GDR issue and related pledge and loan arrangements were not shown to have been placed before the audit committee, and no material linked the director to day-to-day management or the alleged misconduct. Section 177(4) of the Companies Act, 2013 could not be applied to a transaction that predated its enactment. The penalty and debarment were therefore unsustainable. Case-Laws SEBI Wed, 06 Sep 2023 00:00:00 +0530 https://www.taxtmi.com/caselaws?id=445174