Director Liability in India

Tuesday, OCTOBER 15, 2019




There has been a marked increase in regulatory scrutiny and action by enforcement agencies in India over the past few years. This has been coupled with other actions such as increased reporting of fraud by banks, legislative changes like amendments to the Prevention of Money Laundering Act, 2002 and the Prevention of Corruption Act, 1988, stronger audit by overseas parents, better implementation of whistle blower mechanisms and conduct of forensic audit as part of the insolvency process.

All this has increased the risk for directors, who are increasingly facing situations where they discover fraud or suspect irregularity in the company. Understanding this risk is of particular importance for investor nominee directors and independent directors. Typically operations and relations with stakeholders such as employees, banks, vendors and customers in India are promoter driven, and other directors have limited role to play. However, this does not absolve the other directors liability, who are required to ensure that appropriate actions is taken. Thus, understanding the role and liability of a director under law is critical to ensure that no surprise arises for individuals who regularly sit on board of the companies.

Join us on October 15th, 2019 for a breakfast seminar at Singapore Cricket Club where professionals specializing in white collar crimes and internal investigations in India will discuss the legal framework for director liability in India.

Focus Area

The discussion will focus on:

  • General law on liability of directors including liability under Companies Act and other statutes;
  • Difference in liability off different types of directors under law i.e. independent directors, non-executive directors etc.;
  • Actions director should take when they suspect or discover fraud;
  • Duties with respect to financial statements, internal controls systems and other areas;
  • Tackling conflict issues when sitting on multiple boards;
  • Case studies – Satyam Case, IL&FS Case and other examples
  • Do’s & Don’ts
  • Role of D&O Insurance & Indemnification




Head of Singapore and Leader of the TMT and Corporate Practice

Nishith Desai Associates

Mr. Vivek Kathpalia heads the Singapore office of the multi-skilled, research-based international law firm, Nishith Desai Associates. He globally leads the firms International Commercial Law Practice Group. He also is a leader in the M&A & PE practice group at the firm.

He globally co-leads the Information Technology, Telecommunications, New Media and Education Industry Practice Groups. He holds numerous management positions in the firm. Vivek divides his time between Singapore and India.

Vivek advises clients in complex cross-border transactions including, technology deals, M&A, private equity investments, regulatory & commercial matters across various industry sectors. As the partner in charge of the Singapore office, he leads the firm’s various initiatives in Asia and Japan.

He actively writes articles and papers in the Indian and foreign press and is often invited to speak at conferences both in India and internationally.

Vivek earned a Bachelor’s degree in Law from the Government Law College, Mumbai and is a Solicitor affiliated with the Bombay Incorporated Law Society. He is a member of the Bombay Bar Association, Bar Council of Maharashtra & Goa & the International Bar Association. He is a registered foreign attorney in Singapore since 2007.



Leader, International Dispute Resolution & Investigations Practice, Singapore

Nishith Desai Associates

Ashish heads the disputes desk of the firm in Singapore. He focuses on commercial litigation, international arbitration and white-collar crimes. He is a registered foreign lawyer with the Legal Services Regulatory Authority, Singapore and the Singapore International Commercial Court.

Ashish is particularly adept in advising on shareholder and construction disputes, issues related to director liability and general commercial litigation. He has successfully represented several prominent individuals, private equity investors and corporate houses before the courts in India and in domestic and international arbitrations. He has an excellent record of building and implementing cogent strategies for resolution of complex international disputes. He has recently been recognized in Asialaw Profiles and as dispute resolution star in India by Benchmark Litigation.