Lifting of Corporate Veil: Indian Scenario
The doctrine of lifting the corporate veil means ignoring the corporate nature of the body of individuals incorporated as a company. A company is a juristic person, but in reality it is a group of person who are the beneficial owners of the property of the corporate body. Being an artificial person, it (company) cannot act on its own, it can act only by natural persons. The doctrine of lifting the veil can be understood as the identification of the company with its members.
The company is equal in law, to natural person. This is one of the cornerstones of Indian Company Law and has been followed since 1897 when House of Lords handed down its decision in Saloman v. Saloman & Co.An important principle of seprate legal entity has been recognized in Saloman's case which means a company has its own legal personality, distinct from its members. It allows a company to perform juristic acts in its own name, as well as to sue and to be sued. Members and Directors enjoy protection against personal liability. Although this fundamental rule has considerable influence in Company Law across the globe, including India, it cannot be absolute and must allow some exceptions, where the court may disregard the legal personality of the company.Such exceptions as there are represent haphazard refusals by the legislature or the courts to apply logic where it is to flagrantly opposed to justice, convenience or the interest of the revenue.The veil of incorporation never means that the internal affairs of the company are completely concealed from view.
Ordinarily, corporate personality of a company is to be respected. The whole law of corporations is still based on this basic principle of corporate entity. There are umpteen instances in which the courts have uphelded this principle and resisted the temptation to break through the veil. But when the benefit is misused, the court is not powerless and it can lift the veil of corporate personality to see the realities behind the veil. In doing so the court sub serves the important public interest, namely, to arrest misuse or abuse of benefit conferred by law.InUnited States v. Milwaukee Refrigerator Co.,it was held that, "a corporation will be looked upon as a legal entity as a general rule, but when the notion of legal entity is used to defeat public convenience, justify, protect fraud or defend crime, the law will regard the corporation as an association of persons.
Meaning of the Doctrine of Lifting the Corporate Veil
Lifting te corporate veil means disregarding the corporate personality and looking behind the real person who are in the control of the company. In other words, where a fraudulent and dishonest use is made of the legal entity, the individuals concerned will not be allowed to take shelter behind the corporate personality. In this regards the court will break through the corporate veil.According to the definition of Black Law Dictionary," the piercing the corporate veil is the judicial act of imposing liability on otherwise immune corporate officers, Directors and shareholders for the corporation's wrongful acts."Aristotle said, when one talks of lifting status of an entity corporate veil, one has in mind of a process whereby the corporate is disregarded and the incorporation conferred by statute is overridden other than the corporate entity an act of the entity.
When the principle is involved, it is permissible to show that the individual hinding behind the corporation is liable to discharge the obligations ignoring the concept of corporation as a legal entity. InDDA v. Skipper Construction Co. Pvt. Ltd.the Supreme Court referred to the principle of lifting corporate veil. The concept of corporate entity was evolved to encourage and promote trade and commerce but not to commit illegalities or to defraud people. The corporate veil indisputably can be pierced when the corporate personality is found to be opposed to justice, convenience and interest of the revenue or workman or against public interest.
Origin of Doctrine of Lifting of the Corporate Veil
An incorporated company has a legal entity distinct from its members from the date of its incorporation.
In England the legal personality of a company was recognized in 1867 but it was firmly established in 1897 in the case of Saloman v. Saloman & Co. Ltd. In this case one Salomon was a boot and shoe manufacturer. His business was in sound condition and there was a substantial surplus of assets over liabilities. He incorporated a company named Saloman & Co. Ltd for the purpose of taking over and carrying on his business. The seven subscribers to the Memorandum were Saloman, his wife, his daughter and four sons and they remained the only members of the company. Saloman and two of his sons, constituted the Board of Directors of the company. The business was transferred to the company for £ 40000. In payment Saloman took 20000 shares of £ 1 each and debentures worth £ 10,000. These debentures certified that the company owned Salomon £ 10000 and created a charge on the company's assets. One share was given to each remaining member of his family. The company went into liquidation within a year.Its assets amounting to £ 6,000 were insufficient to pay the debentures in full and the ordinary creditors received nothing. The liquidator sought to have the debentures cancelled on the ground that the company was only an agent of Salomon. The unsecured creditors, on their part contended that though the company was incorporated under the Act, the Salomon & Co. Ltd. had no independent existence and it was in fact only Salomon who was the sole person behind it, he was the managing director, the other directors being his sons were under his control. Thus, in effect the company was one man show and its existence was contrary to the spirit and meaning of the Company Law.The Salomon and Company Ltd. was incorporated complying with all the formalities which were necessary to corporate a company having a personality separated from that of its members and since Salomon was one of its members or share holders he was under no obligation to meet liabilities of the company.
The House of Lords refused these arguments on the ground that after incorporation the Salomon and Co. Ltd. became in law a different person altogether from its members with its own rights and liabilities. So, the House of Lords has made it clear that after incorporation a company is conferred on a legal entity different from the motives or conduct of its members and promoters.
The History of English doctrine can be divided into three stages:
a)1897-1966- This period may be called as the classical veil lifting or the early experimentation period, during which the English courts experimented with different approaches of the doctrine. The House of Loards decision in Saloman's case dominated in this period.
b)1966-1989- This period started after the Second World War and this is the interventionist period. The rules of House of Lords in Saloman's case were changed and the veil lifting was encouraged during this period.
In Littlewoods Mail Order Stores Ltd. v. IRC,Lord Denning stated, "the doctrine laid down in Saloman's case has to be watched very carefully. It has often been supposed to cast a veil over the personality of a limited company through which the courts cannot see. But that is not true. The courts can, and often do, pull off the mask." With of wanting of any hypothesis, the sprit of the doctrine in this period can be attributed to the most influential jurist of the twentieth century.
c)1989- The Present- The doctrine of corporate veil lifting began to be disfavoured by the courts in this period. InWoolfsan v. Strathelyed regional council,court stated that the one situation where a corporate veil could be lifted was whether there are special circumstances indicating that the company is a 'mere facade concealing the true facts.'
But the judgement of the court of appeal in Adams Vs. Cape Industry Plcleaves only three circumstances when a corporate veil can be lifted.
i) It the court in interpreting a statute or document and the statute itself is ambiguous, which would allow the court to treat a group as a single entity.
ii) If special circumstance indicate that it is a mere facade concealing the true facts, the court may lift the veil.
iii) The third exception is an application of the agency principle. Parent companies and subsidiaries are unlikely have express agency agreements and it is even difficult to prove an implied agency. Evidence is required that day to day control was being exercised by the parent company over its subsidiaries.
The most of the provisions of Indian company law were borrowed from English law, it more or less resembles the English law. The Salomon's case has been the authority since in the decisions of the doctrine of Indian company cases.
The Supreme Court in Tata Engineering Locomotive Co. Ltd. v. State of Bihar and others,"the corporation in law is equal to natural person and has a legal entity of its own. The entity of corporation is entirely separate from that of its shareholders; it bears its own names and has seal of its own; its assets are separate and distinct from those of its members, the liability of the members of the shareholders is limited to the capital invested by them, similarly, the creditors of the members have no right to the assets of the corporation."
In LIC of India v. Escorts Ltd, Justice O. Chinnapa Reddy had stressed that the corporate veil should be lifted where the associated companies are inextricably connected as to be in reality, part of one concern. After the Bhopal Gas leak disaster case, the lifting of corporate veil has been escalated. Furthermore in state of UP v. Renusagar Power Company, the Supreme Court lifted the veil and held that Hindal co, the holding company and its subsidiary, Renusagar must be treated as the own source of generation of Hindalco and on that basis, Hindalco would be liable to pay the electric duty.
After the decision of Renusager case, the doctrine has been considered in several cases.
Need of the Doctrine of Lifting the Corporate Veil
The theory of lifting the corporate veil becomes necessary when unscrupulous people started using the corporate veil as an instrument to conceal fraud in company's affairs. Thus, it become compulsory for the legislature and court to evolve and to lift the corporate veil and find out the person behind the company, who are the actual beneficiaries of the corporate body.
In Andhra Pradesh State Road Transportation Case the Supreme Court pointed out that a corporation has a separate legal entity is so firmly rooted in our notions derived from common law that it is hardly necessary to deal with it elaborately.
The Philosophy Behind the Doctrine of Lifting of Corporate Veil
The concept of corporate veil is a fundamental aspect of a Company Law. This is a protective device for those who exist behind the veil. Pickering says that there are two main reasons why there are exceptions to the separate entity doctrine. Firstly, he says that a company cannot all the times and in all the circumstances be treated as an ordinary independent person, e.g. a company has no mens rea and therefore is not capable of committing a crime, unless the court lifts the veil and impose the intention of the Directors or members on the company. Secondly, if there were no exception to the separate entity rule, Directors and members would be allowed to hide behind the shield of limited liability, with potentially disastrous effects. Thus, the doctrine of lifting the corporate veil is essentially used as a flexible tool to ensure justice.
The doctrine of lifting the veil has been developed as a device to avoid the hardship of the doctrine of corporate personality. It may be understood as the identification of a company with its members. In order to protect themselves from the liabilities of the company its members often take the shelter of the corporate veils. Sometimes these corporate veils are used as a vehicle of fraud, or evasion of tax. To prevent unjust and fraudulent acts, it becomes necessary to lift the veils to look into the realities behind the legal facade and to hold the individual member of the company liable for its acts.The corporate veil has been lifted by the courts and legislatures both for the interest of equity, justice and good conscience.
Doctrine Law lifting the corporate veil as such is not given in the text of Indian Company Law but could be inferred from number of provisions.
The Companies Act, 1956
The Companies Act 1956, itself provides for circumstances, when corporate veil will be lifted and the individual members or directors will be made liable for certain transactions.
1) Reduction of Membership:
Section 45 of the Act makes the members of the company severally liable for the payment of the whole debts of the company if the membership of the company is reduced below the statutory requirements i.e. two for the private company and seven for a public company. It must be noted that this section 45 does not operate to destroy the separate personality of the company, it still remains an existing entity though there may be one or more member. However, this provision applies only to members who remain as members if the company continuous with less number for a period more than 6 months after the membership falls below the statutory limits.
2) Holding and Subsidiary Company
Section 212of the companies Act, 1956 provides that in relation to financial disclosure a true and fair view of the overall position of the group is to be presented and therefore, the parent company must present financial statements of its subsidiaries as well as its own individual statement, thereby avoiding any misleading picture given by presenting only the financial statement of the parent company.However, it would be highly misleading to construe this action alone as resulting in a lifting of the corporate veil as this provision nowhere provides for the holding company being liable for the debts of its subsidiaries. Its sole object seems to be ensured accurate information about the finances of its subsidiaries.
3) Failure to Deliver Share Certificate (Section 113)
Sub section (2) of Section 113 provides that in case a company fails to deliver the share/debenture certificate within 3 months of allotment and within 2 months of application for transfer, then the company as well as every officer of the company who is at fault shall be punishable with fine upto Rs. 5000 per day till such default continues.
The Companies Act- 2013
I. Failure to return application money (Section-39)
In the case of issue of share by a company, whether to the public or by way of rights if, minimum subscription as stated in the prospectus has not been received directors shall be personally liable to return the money with interest, in case application money is not repaid within a prescribed period.
II. Misrepresentation in prospectus (Section- 34 and 35)
In case of misrepresentation in a prospectus,every director, promoter and every other person who authorize such issue of prospectus incurs liability towards those who subscribed for shares on the faith of untrue statement.
III. Fraudulent Conduct (Section 339):
Where in the case of winding-up of a company it appears that any business of the company has been carried on with intent to defraud creditors of the company or any other person, or for any fraudulent purpose, those who are knowingly parties to such conduct of business may, if the Tribunal thinks it proper so to do, be made personally liable without any limitation as to liability for all or any debts or other liabilities of the company.
CRIMINAL LIABILITY FOR MISSTATEMENTS IN PROSPECTUS
Where a prospectus, issued, circulated or distributed, includes any statement which is untrue or misleading in form or context in which it is included or where any inclusion or omission of any matter is likely to mislead, every person who authorities the issue of such prospectus shall be liable under section 447.
Provided that nothing in this section shall apply to a person if he proves that such statement or omission was immaterial or that he had reasonable grounds to believe, and did up to the time of issue of the prospectus believe, that the statement was true or the inclusion or omission was necessary.
Civil liability for misstatement in prospectus:where a person has subscribed for securities of a company acting on any statement included, or the inclusion or omission of any matter, in the prospectus which is misleading and has sustained any loss or damage as a consequence thereof, the company and every person who-
a. is a director o the company at the time of the issue of the prospectus;
b. has authorized himself to be named and is named in the prospectus as a director of the company, or has agreed to become such director;
c. is a promoter of the company;
d. has authorized the issue of the prospectus, and
e. is an expert referred to in sub section (5) of section 26,
Shall, without prejudice to any punishment to which any person may be liable under section 36, be liable to pay compensation to every person who has sustained such loss or damage.
Where it is proved that a prospectus has been issued with intend to defraud the applicants for the securities of a company or any other person or for any fraudulent purpose, every person referred to in sub sec. (1) shall be personally responsible, without any limitation of liability, for all or any of the losses or damage that may have been incurred by any person who subscribed to the securities on the basis of such prospectus.
Punishment for Fraudulently Inducing Persons to Invest money:-any person who, either knowing or recklessly makes any statement, promise or forecast which is false, deceptive or misleading, or deliberately conceals any material facts, to induce another person to enter into, or to offer to enter into-
a.any agreement for, or with a view to, acquiring, disposing of subscribing for or under- writing, securities, or
b.any agreement, the purpose or the pretend purpose of which is to secure a profit to any of the parities from the yield of securities or by reference to fluctuation in the value of securities; or
c.any agreement for, or with a view to, obtaining credit facilities from any bank or financial institutions,
shall be liable for action under section 447.
IV. Miss description of Name:-where an officer of any company signs on behalf of company any contract, bill of exchange, cheque promissory note etc. such person shall be personally liable to the holder if the name of the company is not mentioned or not properly mentioned.
Every person shall have its name printed on hundies, promissory notes, bill of exchange and such other documents as may be prescribed.
If any default is made in complying with the requirements to this section, the company and every officer who is in defaults shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.
Investigation into affairs of Company:-
Where the central government is of the opinion, that it is necessary to investigate into the affairs of a company-
a. on the receipt of a report of a the Registrar or Inspector under Sec.- 208
b. on information of a special resolution passed by a company that the affairs of the company ought to be investigated; or
c. In public interest,
It may order an investigation into the affairs of the company.
Establishment of Serious fraud Investigation Office-
The central government shall, by notification, establish an office to be called the Serious Fraud Investigation Office to investigate fraud relating to a company.
Investigation of Ownership of Company-
Where it appears to the central government that there is a reason so to do, it may appoint one or more inspectors to investigate and report on matters relating to the company, and its membership for the purpose of determining the true persons-
a. who are or have been financially interested in the success or failure, whether real or apparent, of the company; or
b. Who are or have been able to control or to materially influence the policy of the company.
Liability for fraudulent conduct of business:-
If in the course of the winding up of a company, it appears that any business of the company has been carried on with intend to defraud creditors of the company or any other persons or for any fraudulent purpose, the tribunal, on the application of the official Liquidator, or the company Liquidator or any creditor or contributory of the company, may, if it thinks it proper so to do, declare that any person, who is or has been a director, manager, or officer of the company or any persons who were knowingly parties to the caring one of the business in the manner aforesaid shall be personally responsible, without any limitation of liability, for all or any of the debts. or other liabilities of company as the tribunal may direct.
Liability forultra viresacts:-
Directors and other officers of a company will be personally liable for those acts which they have done on behalf of a company if the same areultra viresthe company.
The Income Tax Act, 1961
Under the income tax act, there are some section where the principal of lifting of the corporate veil is applied. Section 178 applies to a company in liquidation. The liquidator of any company shall be personally liable for tax due from the company and remaining unpaid if he has failed to give notice to the income tax officer having jurisdiction to assesses the company of the fact of his appointment as liquidator of the company within 30 days of his becoming such liquidator or fails to set aside amounts equal to the amounts notifies to him by the income tax officer. The Income Tax officer’s notice notifying the amount to be set apart by the liquidator has to issue within three months of receipt by the income tax officer of the intimation of appointment of the liquidator. The liquidator personal liability is limited to the amount notified by the Income Tax officer under section 178 (2) if so notified. This is strictly not a case of lifting the corporate veil but one where for non- compliance with certain provisions in the I.T. Act, the liquidator is personally held liable for the tax obligations of the company in liquidation. Sec- 179 (1) of the Income Tax Act is the one provision which fit in well with the concept of a lifting the corporate veil. It provides for personal liability of directors of a private company for the taxes due from a private company and becoming irrecoverable from the company, in respect of the income of the private company for any period during which it was a private company, unless the person who was a private company, unless the person who was a director during that period proves that the ir-recoverability cannot be attributed to any gross neglect, misfeasance or breach of duty on his part in relation to the affairs of the company. This is a negative provision throwing the onus on the director to prove his non- culpability.
According to section 278, where an offence under the income Tax has been committed by a company, not only the company, but also every person who, at the time of commission of the offence was incharged of and responsible to the company for the conduct of its business will also be personally liable deeming him to be guilty of such offence unless he proves that the offence was committed without his knowledge or could not be prevented in spite of all due diligence exercised by him. This does not involve the principle of lifting the corporate veil as personal guilt of the individuals is itself proved.
Foreign Exchange Regulation Act, 1973:-
Sec- 63 of this Act deems guilty for contravention of the provisions of the Act, every person in charge of and responsible to the company for its affairs.
The theory of piercing the corporate veil cannot be ignored in the circumstances where in fraud, oppression and misconduct, etc is required to be detected by the court. These are the situations when the court will lift the corporate veil of the company with the view to examine the actual persons who stand behind the corporate mask.The doctrine of lifting the veil is a device which is developed to avoid the hardships of the doctrine of corporate personality.
The corporate veil is said to be lifted when the court ignores the company and concerns itself directly with the members or managers.InUnion of India and others v. Playworld electronics private limited and anotherthe Supreme Court held that the legislature cannot be expected to enumerate each and every device which may be used by the members of the company to evade tax etc.
It is at the discretion of the Court whether to lift the corporate veil of the corporation or not, because it depends on the different situations, but in some circumstances it is highly desirable for the Court to lift the corporate veil.There are various situations in which the judiciary has used this doctrine.
Determination of the character of the Company:
The corporate veil has been lifted by the courts to determine the enemy character of a company in time to war. The court will lift the veil for the purposes of finding out the person who in reality control the company's affairs and if the affairs of the company are found to have been controlled by enemy aliens, it will assume enemy character.
Evasion of Tax:
The corporate device is often used as a means of avoiding forms of tax. It is very difficult for the legislature to plug all the gaps in the law and thus the judiciary has to stop it. The Courts very often resort to lifting of the veil in order to find out the true intent of the company.
Bacha F. Guzdar v. Commissioner of Income tax, Bombay,In this case, the agricultural income was exempt from tax under the income tax Act. The income of a tea company was exempt to the extent of 60% as agricultural income and 40% was taxed as income from manufacture and sale of tea. The plaintiff, a member of the tea company received certain amount as dividend in respect of shares held by her in the company. She claimed that 60% of her dividend income should be exempt from the income tax being an agricultural income. The Supreme Court rejected the argument of the plaintiff and held that although the income in the hands of the company was partly agricultural, yet the same income when received by the shareholders as dividend could not be regarded as agricultural income. .CIT v. Associate Clothiers Ltd.in this case a company was incorporated by certain assess who held all its shares. Thereafter the assess sold certain premises to the company. The question arose whether the difference between the selling price and the cost of the property should be regarded as the profits received by the assesses and therefore, taxable income because the transfer of the premises by the assesses was merely a transfer from self to self and it was not a commercial sale from person to another person, but the contention of the assesses was rejected by the Court on the ground that a company after incorporation becomes a legal person district from its shareholders and thus the sale of the premises by the assesses to the company should be regarded as a sale from one entity to another entity and the difference between the selling price and the cost of the property should be treated as the taxable income in the hands of the assesses.
Fraud or Improper Conduct:
Where the medium of a company has been used for committing fraud and improper conduct, courts have lifted the veil and looked at the realities of the situation.. InDelhi Development Authorityv. Skipper Construction Company Pvt Ltd.the DDA ad entered into a contract for construction on a piece of land. After prolonged delays and problems, the DDA had to finally order the construction company to stop the construction and hand over the land to DDA. The company inspite of a Court order to this effect, had already collected various monies from parties, agreeing to sell the space and had infact, sold the same space to more than one party in the situations. The Supreme Court stated that this was a fit case for lifting of the corporate veil and the veil must be lifted when the device of incorporation is being used for some illegal or improper purpose. The Court thus found the individual members behind the corporate body liable for the acts that they attempts to carry on through the guise of the company.
Avoidance of Welfare Legislation:
Where it was found that the sole purpose for the formation of the new company was to use it as a device to reduce the amount to be paid by way of bonus to workmen, the supreme court uphold the piercing of the veil to look at the retranslation.
In Cases of Economic Offences:
InSantanu Ray v. Union of India,it was held that in case of economic offences a Court is entitled to lift the veil of corporate entity and pay regard to the economic realities behind the legal facade. In this case, it is alleged that the company had violated section 11(a) of the central excises and salt act, 1944. The Court held that the veil of corporate entity could be lifted by adjudicating authorities so as to determine as to which of the directors was concerned with the evasion of the excise duty by reason of fraud, concealment or willful mis-statement or suppression of facts or contravention of the provisions of the act and the rules made there under.
According to this classification, the Courts examine whether or not the company is acting as an agent of some of its shareholders or other members of the company. In such a situations the veil may be lifted to make these persons liable for the companies acts.
InSmith Stone and knight v. Birmingham Corporation,a company required a partnership concern and registered it as a company and continued to carry on the acquired business as subsidiary company. The parent company held all the shares except five which were held in trust for the company by its directors. When the Birimingham corporation compulsorily acquired the premises for the subsidiary, the parent plaintiff corporation claimed compensation. The contention for the respondent, however was that the proper party for claiming compensation was the subsidiary and not the parent corporation as they were two separate legal entities. The Court held that the subsidiary company was nothing more than an agent of the parent company, and therefore all the acts of the subsidiary were attributable to the parent company. The subsidiary, not operating in its own behalf but on that to the parent was sufficient reason for the parent to claim compensation on behalf of the subsidiary. Thus though the separate legal entity of the subsidiary was recognised. The agency principle was applied to identify the parent company as the principle and the subsidiary as its.
The study finds that, this device merely seeks to strike a balance between the interest of the public and the concept of a separate personality. Thus the device is essentially used as a flexible tool to ensure justice. It would be defeat the object of the device if it were to be applied rigidly with no scope at all left for judicial discretion. There can be no single unifying principle that underlines the decisions of the Courts. Although on ad hoc explanation may be offered by a Court which so decides, there is no principle approach to be derived from the authorities.Thus it is not possible to evolve a rational, consistent and inflexible principle which can be invoked in determining the question as to whether the veil of corporation should be lifted or not. Courts and Legislature must adopt a single set of statutory standards as to when limited liability should be disregarded. This will provide the certainty in this area of law and will allow uniformity, applying the doctrine of lifting the corporate veil.
# 1897, AC 22 (HL)
# Shashank Bijapur and Tulika Sinha, "Piercing the Corporate Veil, A Primer" Vol. 3 KLJ 1 (2008)
# L.C.B. Gower, "Principle of Modran Company Law" 189 (3rdedn, 1969)
# N.D. Kappoor, "Elements of Company Law" 7 (12thedn, 1983)
(1905) 142 Fed. 247
www.lawteacher.net/free-law-essays/business/law/article-on-lifting of the law essyas. php visited on 9-3-2015 at 3:15
# Black law dictionary 1168 (7thed 1999) also see www.legalindia.in/lifting the corporate veil the english-and-India-laws/visited on 9.3.2015 at 3:20 P.M.
# P.M. Bakshi, "Lifting the corporate veil." CIJ, vol. 1, 1989, p. 2
# AIR 1996 SC 2005
# (1897) A.C. 22
# Dr N.V Pranjape;”Company Law in India” p. 40(1stedn, 1995)
# Kailash Rai, “Principle of Company Law” p. 27(3rdedn,1985)
# Available at http://www.legalindia.in/lifting-the-corporate-veil-the-english-and-Indian-law/ last accesed on 18/9/2014 at 4:50 PM
# (1969) 3 AIIER 855
# (1978) SLT 157
# (1990) 2 WLR 657
# Supra note 16
# AIR 1965 SC 40
# (1986) 1 SCC 264
# (1991) 70 comp. Cas. 127
# AIR 1964 SC 1486
# Supra Note 14 at p. 30
# Id at 29.
# Supra Note 14
# Section 45 of Companies Act 1956.
# Balance-sheet of holding company to include certain particulars as to its subsidiaries.
# Supra note 2 at p. 4.
# Limitation of time for issue of certificate
# A.K. Majumdar and G.K .Kapoor, “Company law and practice”, p.29 (1stedn, 2005)
# See sec 39(Allotment of Securities by company).
# Sec. 2(70) Prospectus means any document described or issued as a prospectus and includes a red herring prospectus referred to in Sec. 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate.
# G.K. Kapoor and Sanjay Dhamija, "company Law" 12 (17thedn., 2014)
# Section 34 of The Companies Act, 2013.
# Ibid Section 35 (1)
# Ibid, section 35 (2)
# Ibid, section 36.
# Ibid; Section 12 (3) (d)
# Ibid; Section 12 (8)
# Ibid; Section 210 (1)
# Ibid; Section 211
# Ibid; Section 216
# Ibid; Section 339 (1)
# Supra note 33
# Sec. 178 of income Tax Act, 1961 also see R. Kannan, “Tearing the corporate veil” Sec- II, taxation (Aug, 1982), P- 58.
# ibid; Section 179 (1)
# ibid; Section 278
# Sec- 63 of Foreign Exchange Regulation Act 1973
# Dr. S.C. Tripathi, "Modren company law", p. 27 (3rdedn 2008)
# Supra note 1 at p. 27
# Supra note 13 at p. 23
# (1989) 3 sec 181
# Supra note 52
# Supra note 14 at p. 30.
# Supra Note 2 at p. 6
# AIR 1955 SC 74.
# AIR, 1963 Cal 629
# Supra note 33 at p. 30
# AIR 1996 SC 2005
# (1989) 65 comp cas. 196 (Delhi)
# Supra note 2
# (1930) 2 All ER 116
# Income Tax commissioner V. associate clothiers ltd. AIR 1963 Cal. 629