Officer in default: prosecution limited where directors lacked knowledge or consent and acted within Board process. Penal proceedings under the Companies Act should target those legally designated as officer in default or otherwise liable; nominee, independent, government or institution nominated directors are not to be held liable for company breaches occurring without their knowledge attributable through Board process or without their consent or connivance, or where they acted diligently. Registrars must verify resignations, nominee status in company filings, timing of offences, and any Board allocations of responsibility, consult registry records, avoid wrongful prosecution, and refer doubtful cases to Regional Directors for guidance and review of pending matters.
Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.
Provisions expressly mentioned in the judgment/order text.
Officer in default: prosecution limited where directors lacked knowledge or consent and acted within Board process.
Penal proceedings under the Companies Act should target those legally designated as officer in default or otherwise liable; nominee, independent, government or institution nominated directors are not to be held liable for company breaches occurring without their knowledge attributable through Board process or without their consent or connivance, or where they acted diligently. Registrars must verify resignations, nominee status in company filings, timing of offences, and any Board allocations of responsibility, consult registry records, avoid wrongful prosecution, and refer doubtful cases to Regional Directors for guidance and review of pending matters.
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