Decoding Officer-in-Default under the Companies Act 2013
Written By
Koustubh Athavale, Garima Mitra
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AI Summary
- Section 2(60) of the Companies Act, 2013 defines the term officer who is in default as the person made liable for any penalty or punishment for a default committed by a company.
- Whole-time directors of the company are covered as officers in default under Section 2(60)(i).
- Key managerial personnel, including the managing director, CEO, CFO, and company secretary, qualify as officers in default under Section 2(60)(ii).
- Where no key managerial personnel exists, the director or directors specified by the Board for this purpose are treated as officers in default under Section 2(60)(iii), and all directors are liable if none is so specified.
- A person charged by the Board with responsibility for compliance under Section 2(60)(iv) is liable as an officer in default only if that person has given prior written consent to accept such responsibility.
- Any director who is aware of a default through board proceedings or participation therein, and who does not object, is deemed an officer in default under Section 2(60)(v).
- In matters relating to the issue or transfer of shares, promoters or persons in accordance with whose advice the Board is accustomed to act can be held as officers in default under Section 2(60)(vi).
- If a company has no managing director, manager, or whole-time director, every director can be held liable as an officer in default for non-compliance.
- Identification as an officer in default carries personal exposure to fines, imprisonment, or both, under the specific penal section of the Companies Act, 2013 that has been contravened.
An officer-in-default is a person associated with a company who is held liable for any penalty or punishment in case of default committed by the company under the Companies Act, 2013.
Who is qualified as an officer in default?
Section 2(60) of the Companies Act 2013 makes provision for identifying specific persons who may be held liable in case of a default by the company:
About the Author
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Koustubh Athavale
Senior Associate | Legal | koustubh.a@treelife.in
Provides expertise in commercial contracts, dispute resolution, and data privacy. Leverages extensive experience in the startup ecosystem to deliver tailored legal solutions for diverse business needs.
Garima Mitra
Co-founder | garima@treelife.in
Spearheads Transactions, Contracts, and Compliance verticals. Combines expertise in business law and a passion for social impact to shape the legal and financial ecosystem for startups.
We Are Problem Solvers. And Take Accountability.
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