Lavish Cosmetics Ltd. is engaged in the business of the making and trading of luxury cosmetic items. The paid-up share capital of the Company is ₹50 crores (face value ₹10 per share). The Board of directors of the Compan
CS Professional · Resolution of Corporate Disputes, Non-Compliances & Remedies · PYQS · December 2022
Lavish Cosmetics Ltd. is engaged in the business of the making and trading of luxury cosmetic items. The paid-up share capital of the Company is ₹50 crores (face value ₹10 per share). The Board of directors of the Company decided to reduce the paid-up share capital to ₹40 crores. The Company passed a special resolution to this effect in the general meeting of the shareholders and filed an application with the Tribunal for confirmation. The Tribunal directed to provide a list of the creditors and a confirmation that creditors have no objection for reduction of the paid-up capital. The Chief Financial Officer (CFO) did not disclose the names of some of the creditors, who could have objected to the reduction. The Tribunal presuming that there is no objection from all the creditors, confirmed the reduction of the capital. The aggrieved creditors represented the same before the Securities Appellate Tribunal and the matter of concealment of information by CFO was identified. What are the consequences of such concealment of information by the CFO?
Answer & Explanation:
Section 66 of the Companies Act, 2013 deals with reduction of share capital of a company. Sub-section 10 of Section 66 provides that if any officer of the company: Knowingly conceals the name of any creditor entitled to object to the reduction Knowingly misrepresents the nature of amount of the debt or claim of any creditor Abets or is privy to any such concealment or misrepresentation as aforesaid he shall be liable under section 447 of Companies Act, 2013. Section 447 deals with the punishment for fraud, which provides 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 ten 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 ten 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 fifty lakh rupees or with both.
Topics: Company Law
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