In recent years, enforcement orders by the MCA and SEBI have increasingly examined the role and conduct of Independent Directors when listed or large unlisted entities face governance crises. Section 149(12) of the Companies Act, 2013 affords protection only if the act or omission occurred without the director’s knowledge, deliberate consent, or connivance, and where the director acted diligently. But how is "due diligence" demonstrated before a court, tribunal, or regulator?