Under Section 246 Companies Act 2013 read with Section 339, the NCLT may order LIFTING OF CORPORATE VEIL where:
Aany company has merely failed to file annual return one year in time (cf. Companies Act 2013, Section 339 (FRAUDULENT CONDUCT OF BUSINESS); cf. Section 246) (cf. Companies Act 2013, Section 339 (FRAUDULENT CONDUCT OF BUSINESS); cf. Section 246) (cf. Companies Act 2013, Section 339 (FRAUDULENT CONDUCT OF BUSINESS); cf. Section 246)
Bany company has changed its registered office to another State (cf. Companies Act 2013, Section 339 (FRAUDULENT CONDUCT OF BUSINESS); cf. Section 246) (cf. Companies Act 2013, Section 339 (FRAUDULENT CONDUCT OF BUSINESS); cf. Section 246) (cf. Companies Act 2013, Section 339 (FRAUDULENT CONDUCT OF BUSINESS); cf. Section 246)
Cin winding up, if it appears that any business of the company has been carried on with INTENT TO DEFRAUD CREDITORS of the company or any other person or for any fraudulent purpose, NCLT may declare that any persons knowingly party to such conduct shall be PERSONALLY LIABLE without any limitation of liability for all or any of the debts or other liabilities of the company
Dany company has issued bonus shares to its existing equity shareholders (cf. Companies Act 2013, Section 339 (FRAUDULENT CONDUCT OF BUSINESS); cf. Section 246) (cf. Companies Act 2013, Section 339 (FRAUDULENT CONDUCT OF BUSINESS); cf. Section 246) (cf. Companies Act 2013, Section 339 (FRAUDULENT CONDUCT OF BUSINESS); cf. Section 246)
Answer & Solution
Correct answer: C. in winding up, if it appears that any business of the company has been carried on with INTENT TO DEFRAUD CREDITORS of the company or any other person or for any fraudulent purpose, NCLT may declare that any persons knowingly party to such conduct shall be PERSONALLY LIABLE without any limitation of liability for all or any of the debts or other liabilities of the company
1. Section 339(1) Companies Act 2013: 'If in the course of the winding up of a company, it appears that any business of the company has been carried on with intent to defraud creditors of the company or any other persons or for any fraudulent purpose, the Tribunal, on the application of the Official Liquidator, or the Company Liquidator or any creditor or contributory of the company, may, if it thinks proper so to do, declare that any person, who was knowingly a party to the carrying on of the business in the manner aforesaid, shall be personally responsible, without any limitation of liability, for all or any of the debts or other liabilities of the company as the Tribunal may direct.'
2. This is a statutory power to LIFT THE CORPORATE VEIL (Salomon principle suspended) in cases of fraudulent trading.
3. Section 246 confers right of appeal in oppression/mismanagement proceedings under Sections 241-244.
4. Hence option B is correct.
_Source: Companies Act 2013 (Act 18 of 2013), Govt. of India MCA — Companies Act 2013, Section 339 (FRAUDULENT CONDUCT OF BUSINESS); cf. Section 246_
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