Comment upon the following citing relevant provisions of the Companies Act, 2013: Shanoo is an independent Director on the Board of X Ltd. X Ltd. had some unfair trade practices unintentionally. Such incidents were discu

Case (ii): As per Section 149(12) of the Companies Act, 2013, notwithstanding anything contained in Companies Act, 2013, an independent director; shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently. According to Regulation 25 (5) of SEBI (LODR) Regulations, 2015, an Independent Director shall be held liable, only in respect of such acts of omission or commission by the listed entity which had occurred with his knowledge, attributable through processes of board of directors and with his consent or connivance or where he had not acted diligently with respect to the provisions contained in these regulations. Going by the above, nowhere it is stated in the given case that Shanoo was party to the unfair trade practices committed by the company. So, Shanoo is right in rejecting the claim by the company.