"The Company's management is taken care of by the Board of Directors and the directors are expected to perform in the best interests of the company as they are in a fiduciary position. Even a single director's intentions

Section 2(60) of the Companies Act, 2013 implicates 'every director' in respect of a contravention of the provisions of the Act (including Section 447) who consented to the fraud or is aware of the contravention can become covered within the term 'officer who is in default'. According to section 2(60)(iv) of the Act, "Officer who is in default include" any person who, under the immediate authority of the Board or any key managerial personnel, is charged with any responsibility including maintenance, filing or distribution of accounts or records, authorises, actively participates in, knowingly permits, or knowingly fails to take active steps to prevent, any default. The method of awareness is also provided for - this must be either by participating in board proceedings without objecting to the same or even by virtue of receipt of proceedings of the board. Secretarial Standard on Meetings of the Board of Directors requires that the draft minutes need to be circulated to all the members of the board of directors, not only those who attended the meeting. Thus the proceedings of the Board can be available even to those who did not attend the meeting and they can therefore be considered to be aware of a contravention. Board papers circulated over a period of time, if efficiently compiled, might be instrumental in throwing up a red flag for a director, and might result in an independent either recording his dissent or in extreme cases, resignation. Hence in view of above, it can be said that fraud by one director may make the other directors liable, if such acts of omission or commission by a company had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently.