[IICA Independent Director] 10, Liability, Dissent and the Limits of Protection

This podcast is made by Ran Chen, who holds an EA license, Insurance and Securities licenses (Series 6, 63, 65), and the CFP® designation. He is passionate about opening access to high-quality exam preparation resources and helping learners prepare more effectively for professional certification exams. In this episode you will learn: * How Section 149(12) of the Companies Act, 2013 defines conditional liability protection for independent directors. * Why asking probing questions and recording explicit dissent in board minutes establishes evidence of due diligence. * The legal limits of resigning from a board or relying on D&O insurance and external advisers. * How to apply the Knowledge, Consent, and Diligence (KCD) decision framework to exam scenarios. * The statutory distinction between general Companies Act board provisions and SEBI LODR Regulation 25 requirements. This independent study resource helps candidates prepare for the Indian Institute of Corporate Affairs Online Proficiency Self-Assessment Test for Independent Directors. Explore interactive practice sets at https://open-exam-prep.com/practice/in-iica-independent-director and video tutorials at https://www.youtube.com/@Open-exam-prep . Sources checked: September 28, 2026 * https://www.mca.gov.in/ * https://www.sebi.gov.in/legal/regulations.html * https://www.independentdirectorsdatabank.in/