Sri Lanka Consolidated Acts

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Companies Act (No. 17 of 1982) - Sect 354

Offences by officers of companies in liquidation

354.
(1) Where any person, being a past or present officer of a company which at the time of the commission of the alleged offence is being wound up, whether by or under the supervision of the court or voluntarily, or is companies in subsequently ordered to be wound up by the court or subsequently passes a resolution for voluntary winding up
(a) does not to the best of his knowledge and belief fully and truly make known to the liquidator all the property, movable and immovable, of the company, and how and to whom and for what consideration and when the company disposed of any part thereof, except such part as has been disposed of in the ordinary course of the business of the company; or
(b) does not deliver to the liquidator, or as he directs, all such part of the movable and immovable property of the company as is in his custody or under his control, and which he is required by law to deliver; or
(c) does not deliver to the liquidator, or as he directs, all books and papers in his custody or under his control belonging to the company and which he is required by law to deliver; or
(d) within the twelve months immediately prior to the date of commencement of the winding up or at anytime thereafter conceals any part of the property of the company to the value of one hundred rupees or more, or conceals any debt due to or from the company; or
(e) within the twelve months immediately prior to the date of commencement of the winding up or at any time thereafter fraudulently removes any part of the property of the company to the value of one hundred rupees or more; or
(f) makes any material omission in any statement relating to the affairs of the company ; or
(g) knowing or believing that a false debt has been proved by any person under the winding up, fails for the period of a month to inform the liquidator thereof; or
(h) after the date of commencement of the winding up prevents the production of any book or paper affecting or relating to the property or affairs of the company; or
(i) within the twelve months immediately prior to the date of commencement of the winding up or at any time thereafter, conceals, destroys, mutilates, or falsifies, or is privy to the concealment, destruction, mutilation or, falsification of any book or paper affecting or relating to the property or affairs of the company; or
(j) within the twelve months immediately prior to the date of commencement of the winding up or at any time thereafter makes or is privy to the making of any false entry in any book or paper affecting or relating to the property or affairs of the company; or
(k) within the twelve months immediately prior to the date of commencement of the winding up or at any time thereafter fraudulently parts with, alters, or makes any omission in, or is privy to the fraudulent parting with, altering, or making any omission in, any document affecting or relating to the property or affairs of the company; or
(l) after the date of commencement of the winding up or at any meeting of the creditors of the company within the twelve months immediately prior to the date of commencement of the winding up attempts to account for any part of the property of the company by factious losses or expenses ; or
(m) has within the twelve months immediately prior to the date of commencement of the winding up or at any time thereafter, by any false representation or other fraud, obtained any property for or on behalf of the company on credit which the company does not subsequently pay for ; or
(n) within the twelve months immediately prior to the date of commencement of the winding up or at any time thereafter, under the false pretence that the company is carrying on its business, obtains on credit, for or on behalf of the company, any property which the company does not subsequently pay for; or
(o) within the twelve months immediately prior to the date of commencement of the winding up or at any time thereafter pawns, pledges, or disposes of any property of the company which has been obtained :on credit and has not been paid for, unless such pawning, pledging, or disposing is in the ordinary way of the business of the company; or
(p) is guilty of any false representation or other fraud for the purpose of obtaining the consent of the creditors of the company or any of them to an agreement with reference to the affairs of the company or to the winding up,
(2) Where any person pawns, pledges or disposes of any property in the circumstances which amount to an offence under the provisions of paragraph (o) of subsection (1), every person who takes in pawn or pledge or otherwise receives the property knowing it to be pawned, pledged, or disposed of, in such circumstances as aforesaid shall be guilty of an offence, and shall be liable to imprisonment of either description for a term not exceeding seven years.
(3) For the purposes of this section, the expression " officer " shall include any person in accordance with whose directions or instructions the directors of a company have been accustomed to act.


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