"Promoter occupies an important position in the life of the Company, especially in the formative years." Who is officer in default under Section 2 of the Companies Act, 2013? What are his roles and liabilities according
CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · June 2025
"Promoter occupies an important position in the life of the Company, especially in the formative years." Who is officer in default under Section 2 of the Companies Act, 2013? What are his roles and liabilities according to SEBI (Issue of Capital and Disclosures Requirement) Regulations 2018?
Answer & Explanation:
Officer who is in Default: Section 2(60) of the Companies Act, 2013 provides that an 'officer who is in Default' with respect to any provision in the Act which enacts that an officer of the company who is in default shall be liable to any penalty or punishment by way of imprisonment, fine or otherwise, means any of the following officers of a company namely: whole-time director; key managerial personnel; where there is no key managerial personnel, such director or directors as specified by the Board in this behalf and who has or have given his or their consent in writing to the Board to such specification, or all the director, if no direction is so specified; any person who, under the immediate authority of the Board or any key managerial personnel, is charged with any responsibility including maintenance, filing or distribution of accounts or records, authorises, actively participates in, knowingly permits, or knowingly fails to take active steps to prevent, any default; any person in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act, other than a person who gives advice to the Board in a professional capacity; every director, in respect of a contravention of any of the provisions of this Act, who is aware of such contravention by virtue of the receipt by him of any proceedings of the Board or participation in such proceedings without objecting to the same, or where such contravention had taken place with his consent or connivance; in respect of the issue or transfer of any shares of a company, the share transfer agents, registrars and merchant bankers to the issue or transfer. Under the ICDR Regulations (SEBI (Issue of Capital and Disclosures Requirement) Regulations 2018): The Promoters have to ensure that they hold at least 20% of the post issued capital after an Initial Public Offer and this 20% holding is locked in for a minimum period as prescribed. They must also disclose their shareholding every quarter and They must disclose and obtain shareholders' approval for all Related Party Transactions where they are a party.
Topics: Company Law
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