What are the consequences when a public limited company is incorporated by furnishing false information/by fraud? Discuss as per the provisions under Companies Act 2013, when any act to be considered as fraud?
CS Executive · Company Law and Practice · PYQS · June 2025
What are the consequences when a public limited company is incorporated by furnishing false information/by fraud? Discuss as per the provisions under Companies Act 2013, when any act to be considered as fraud?
Answer & Explanation:
i) As per Section 7(5) of the Companies Act, 2013, if any person furnishes any false or incorrect information or suppresses any material information for registration of a company, he shall be liable for fraud under section 447 of the Act. ii) As per Section 7(6) of the Companies Act, 2013, it is proved that the company has been got incorporated by furnishing any false or incorrect information or representation or by suppressing any material fact or information in any of the documents or declaration filed or made for incorporating such company, or by any fraudulent action, the promoters, the persons named as the first Directors of the company, and the professionals making declaration shall be liable for punitive action for fraud under section 447 of the Act. In addition to the above, under section 7(7) of the Companies Act, 2013, the Tribunal may, on an application made to it, on being satisfied that the situation so warrants,- (a) pass such orders, as it may think fit, for regulation of the management of the company including changes, if any, in its memorandum and articles, in public interest or in the interest of the company and its members and creditors; or (b) direct that liability of the members shall be unlimited; or (c) direct removal of the name of the company from the register of companies; or (d) pass an order for the winding up of the company; or (e) pass such other orders as it may deem fit: iii) According to Section 447 of the Act, fraud" in relation to affairs of a company or any body corporate, includes any act, omission, concealment of any fact or abuse of position committed by any person or any other person with the connivance in any manner, with intent to deceive, to gain undue advantage from, or to injure the interests of, the company or its shareholders or its creditors or any other person, whether or not there is any wrongful gain or wrongful loss. Section 447 states that without prejudice to any liability including repayment of any debt under this Act or any other law for the time being in force, any person who is found to be guilty of fraud involving an amount of at least ₹10 lakh rupees or one per cent. of the turnover of the company, whichever is lower shall be punishable with imprisonment for a term which shall not be less than six months but which may extend to ten years and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud: Provided that where the fraud in question involves public interest, the term of imprisonment shall not be less than three years. Provided further that where the fraud involves an amount less than ₹10 lakh rupees or one per cent. of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹50 lakh rupees or with both.
Topics: Incorporation of Company
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