Explain clearly the meaning of 'lifting of corporate veil' in relation to a company incorporated under the Companies Act, 2013. Examining the judicial decisions, state whether 'corporate veil' can be lifted in the follow

CS Executive · Company Law · PYQS · December 2015
Explain clearly the meaning of 'lifting of corporate veil' in relation to a company incorporated under the Companies Act, 2013. Examining the judicial decisions, state whether 'corporate veil' can be lifted in the following cases: (a) Where the corporate veil has been used for improper conduct; and (b) Where the acts of a company are opposed to workmen ?

Answer & Explanation:

The separate personality of a company is a statutory privilege and it must be used for legitimate business purposes only. Where a fraudulent and dishonest use is made of the legal entity, the individuals concerned will not be allowed to take shelter behind the corporate personality. The Court will break through the corporate shell and apply the principle/doctrine of what is called as "lifting of or piercing the corporate veil". The Court will look behind the corporate entity and take action as though no entity separate from the members existed and make the members or the controlling persons liable for debts and obligations of the company. (a) Where the corporate veil has been used for improper conduct The Corporate veil may be pierced in case of improper conduct. As decided in Jones V. Lipman (1962) where A agreed to sell certain land to B. Pending completion of formalities of the said deal, A sold and transferred the land to a company which he had incorporated with a nominal capital of £100 and of which he and a clerk were the only shareholders and directors. This was done in order to escape a decree for specific performance in a suit brought by B. The Court held that the company was the creature of A and a mask to avoid recognition and that in the eyes of equity A must complete the contract, since he had the full control of the limited company in which the property was vested, and was in a position to cause the contract in question to be fulfilled. (b) Where the acts of a company are opposed to workmen It has been decided in The Associated Rubber Industries Ltd, Bhavnagar & another, AIR 1986 SC 1 that where the acts of the company are opposed to workmen the corporate veil may be lifted. In this case a new company was created wholly by the principal company with no assets of its own except those transferred to it by the principal company with no, business or income of its own except receiving dividends from share transferred to it by the principal company i.e only for the purpose of splitting the profits into two hands and thereby reducing the obligation to pay bonus. The Supreme Court held that the new company was formed as a device to reduce the gross profits of the principal company and thereby reduce the amount to be paid by way of bonus to workmen. The amount of dividends received by the new company should, therefore be taken into account in assessing the gross profit of the principal company. The corporate veil, therefore was lifted in this case.

Topics: Company Law

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