Companies Act Section 340 — Power of Tribunal to assess damages against delinquent directors, etc
CHAPTER XX WINDING UP
Commercial / Corporate
Summary
Sub-section (1) explains that if, during the winding up of a company, it appears that someone involved in promoting or forming the company, or a person who is or was a director, manager, Company Liquidator, or officer of the company, has misapplied or kept any money or property of the company, or become liable or accountable for it, or has been guilty of any misfeasance or breach of trust in relation to the company, the Tribunal can look into that person's conduct. This can happen on the application of the Official Liquidator, the Company Liquidator, or any creditor or contributory, made within the time period specified in sub-section (2). The Tribunal can then order that person to repay or restore the money or property, or any part of it, with interest at a rate the Tribunal considers just and proper, or to contribute a sum to the company's assets as compensation for the misapplication, retainer, misfeasance, or breach of trust, as the Tribunal considers just and proper.
Sub-section (2) states that an application under sub-section (1) must be made within five years from the date of the winding up order, or from the first appointment of the Company Liquidator in the winding up, or from the date of the misapplication, retainer, misfeasance, or breach of trust, whichever is longer.
Sub-section (3) clarifies that this section applies even if the matter is one for which the person concerned may also be criminally liable.
Official Text
(1) If in the course of winding up of a company, it appears that any person who has taken part in the promotion or formation of the company, or any person, who is or has been a director, manager, Company Liquidator or officer of the company—
(a) has misapplied, or retained, or become liable or accountable for, any money or property of the company; or
(b) has been guilty of any misfeasance or breach of trust in relation to the company, the Tribunal may, on the application of the Official Liquidator, or the Company Liquidator, or of any creditor or contributory, made within the period specified in that behalf in sub-section (2), inquire into the conduct of the person, director, manager, Company Liquidator or officer aforesaid, and order him to repay or restore the money or property or any part thereof respectively, with interest at such rate as the Tribunal considers just and proper, or to contribute such sum to the assets of the company by way of compensation in respect of the misapplication, retainer, misfeasance or breach of trust, as the Tribunal considers just and proper.
(2) An application under sub-section (1) shall be made within five years from the date of the winding up order, or of the first appointment of the Company Liquidator in the winding up, or of the misapplication, retainer, misfeasance or breach of trust, as the case may be, whichever is longer.
(3) This section shall apply, notwithstanding that the matter is one for which the person concerned may be criminally liable.