Non-Executive Directors Not Liable For Company’s Actions Unless Involved in Day-to Day Business: Bombay HC

The Bombay High Court (‘HC’), in an application filed under Section 482 CrPC, 1973, which talks about inherent power of the HC, quashed criminal proceedings against applicants who were independent Non-Executive directors of a company.

Relying on Section 149(6) (9) and (12) of the Companies Act, 2013 the HC held that “Non-executive director not being a promoter of or key managerial persons 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.”