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CS Professional · Compliance Management, Audit and Due Diligence · Values, Ethics and Professional Conduct

A company's secretary, Kiran, is not a director. An offence under the Company Secretaries Act, 1980 is committed by the company, and it is proved that the offence is attributable to Kiran's neglect. What is his position under Section 28(2)?

Kiran is also deemed guilty and may be proceeded against and punished. Section 28(2) extends liability to any director, manager, secretary or other officer when the company's offence was committed with his consent or connivance or is attributable to his neglect.

  1. AHe cannot be liable because only directors are covered
  2. BHe is also deemed guilty and can be proceeded against and punishedCorrect
  3. CHe is liable only if he had consented in writing
  4. DHe is liable only if the company is also convicted of fraud

Explanation

Section 28(2) covers any director, manager, secretary or other officer where the offence is committed with consent or connivance, or is attributable to neglect on his part. Hence Kiran is deemed guilty. Option A is wrong because the sub-section names the secretary expressly.

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