Section 541 - Liability where proper accounts not kept. - Companies Act, 1956

Liability where proper accounts not kept. 541. (1) Where an application has been made to the [1] [Tribunal] under section 397 or 398 in respect of a company, if it is shown that proper books of account were not kept by the company throughout the period of two years immediately preceding the making of the application, or the period between the incorporation of the company and the making of the application, whichever is shorter, every officer of the company who is in default shall, unless he shows that he acted honestly and that in the circumstances in which the business of the company was carried on, the default was excusable, be punishable with imprisonment for a term which may extend to one year. (2) For the purposes of this section, proper books of account shall be deemed not to have been kept in the case of any company, if there have not been kept ___ (a) such books of accounts as are necessary to exhibit and explain the transactions and financial position of the business of the company, including books containing entries made from day to day in sufficient detail of all cash received and all cash paid; and (b) where the business of the company has involved dealings in goods, statements of the annual stock takings and (except in the case of goods sold by way of ordinary retail trade) of all goods sold and purchased showing the goods and the buyers and sellers thereof in sufficient detail to enable those goods and those buyers and sellers to be identified. ----------------------------------- Notes:- [1] Substituted for "Company Law Board" by the Companies (Second Amendment) Act, 2002.