Explain the exceptions, if any to the principle of "Limited Liability" under the Companies Act, 2013.

CS Executive · Company Law · PYQS · December 2023
Explain the exceptions, if any to the principle of "Limited Liability" under the Companies Act, 2013.

Answer & Explanation:

Exceptions to the principle of "Limited Liability" are as under: If at any time the number of members of a company is reduced, in the case of a public company, below seven, in the case of private company, below two and company carries on business for more than six months while the number of members is also reduced, every member of the company during the time that it so carries on business after those six months and is cognizant of the fact that it is carrying on business with less than seven or two members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefore. [Section 3A of the Companies Act, 2013] When the company is incorporated as an Unlimited Company under section 3(2)(c) of the Act. Where a 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 Tribunal may, on an application made to it, on being satisfied that the situation so warrants, direct that liability of the members of such company shall be unlimited. [Section 7(7)(b)] Where in the course of winding up it appears that any business of the company has been carried on with an intent to defraud creditors of the company or any other persons or for any fraudulent purpose, the Tribunal may declare the persons who were knowingly parties to the carrying on of the business in the manner aforesaid as personally liable, without limitation of liability, for all or any of the debts/liabilities of the company. [Section 339] Where it is proved that a prospectus has been issued with intent to defraud the applicants for the securities of a company or any other person or for any fraudulent purpose, every person who was director at the time of issue of prospectus or has been named as a director in the prospectus or every promoter or a person referred to as an expert in the prospectus shall be personally liable, without any limitation of liability, for all or any of the losses or damaged that may have been incurred by any person who subscribed to the securities on the basis of such prospectus. [Section 35(3)] Where a company fails to repay deposit or part thereof or any interest thereon referred in section 74 within the time specified or further time as may be allowed by the Tribunal and it is proved that deposits had been accepted with intent to defraud the depositors or for any fraudulent purpose, every officer of the company who was responsible, without any limitation of liability, for all or any of the losses or damaged that may have been incurred by the depositors. [(Section 75(1)] Where the report made by an inspector states that fraud has taken place in a company and due to such fraud any director, key managerial personnel, other officer of the company or any other person or entity, has taken undue advantage or benefit, whether in form of any asset, property or cash or in any other manner, the Central Government may file an application before Tribunal for appropriate orders with regard to disgorgement of such asset, property or cash and also for holding such director, key managerial personnel, officer or other person liable personally without any limitation of liability. [Section 224(5)]

Topics: Company Law Principles

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