After decriminalisation of the companies law, industry representatives have pitched for legal and procedural safeguards for independent directors to keep the risks and rewards of such posts proportionate. “It is necessary to expressly exempt independent directors from vicarious criminal liability since they are not involved in the day-to-day running of the company,” said the Confederation of Indian Industry (CII).
Batting for clear safe harbours, it said, “Initiation of prosecution should be an exception rather than the rule... Proceedings may be initiated only once there is prima facie evidence of their possible involvement in the matter, rather than as a matter of

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