Comparison of section 323 'Liability of directors of private company.' between the Income-Tax Act, 2025 (as passed) and the Income-Tax Bill, 2025 (as originally introduced)

Director liability: personal joint and several responsibility for unrecoverable company tax, unless director disproves gross neglect or misfeasance.

Section 323 imposes joint and several liability on persons who were directors of a private company during the relevant tax year where tax due (including penalty, interest and fees) cannot be recovered, operating irrespective of the Companies Act, 2013. A director is exempt only if he proves the non-recovery cannot be attributed to gross neglect, misfeasance or breach of duty. The Act omits a narrow conversion-to-public-company saving that appeared in the original Bill, thereby broadening potential director exposure.