Section 454, The Companies Act, 2009

(1) If any person, being a past or present director, manageror other 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 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 disclose to the liquidator all the property, real and personal, 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 way of the business of the company; 322 323 sheriff as to goods taken in execution. Offences by officers of companies in liquidation. (b) does not deliver up to the liquidator, or as he directs, all such part of the real and personal property of the company as is in his custody or under his control, and which he is required by law to deliver up; (c) does not deliver up 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 up; (d) within 12 months before the commencement conceals any part of the property of the company to the value of Le8,000,000 or more or conceals any debt due to or from the (e) within 12 months before the commencement fraudulently removes any part of the property of the company ; (f) makes any material omission in any statement relating to the affairs of the company; (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; (h) after the commencement of the winding-up prevents the production of any book or paper affecting or relating to the property or affairs of the company; (i) within 12 months before the commencement of the winding-up or at any time thereafter, conceals, destroys, mutilates or falsifies, or is privy to the concealment, destruction, 324 325 mutilation or falsification of, any book or paper affecting or relating to the property or affairs of the company; (j) within 12 months before the commencement 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; (k) within 12 months before the commencement fraudulently parts with, alters, or makes any omission in, 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; (l) after commencement of the winding up or at any meeting of the creditors of the company within 12 months next before the commencement of the winding up attempts to account for any part of the property of the company by fictitious losses or expenses; (m) has within 12 months before the commencement of the winding up or at any time after that 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 ; (n) within 12 months before the commencement of the winding-up or at any time after that, 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; (o) within 12 months before the commencement of the winding-up or at any time after that 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 disposal is in the ordinary way of the business of the company, (p) by any false representation or other fraud obtains 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, shall be guilty of an offence, and in the case of the offences in paragraphs (m), (n) and (o) be liable to imprisonment for a term not exceeding three years, and in the case of any other offence shall be liable to imprisonment for a term not exceeding 2 years. (2) It shall be a valid defence– (a) to a charge under paragraphs (a), (b), (c), (d), (f), (n) and (o) of subsection (1), if the accused person proves that he had no intent to defraud; and (b) to a charge under paragraphs (h), (i) and (j) of subsection (1) if he proves that he had no intent to conceal the state of affairs of the company or to defeat the law. (3) Where any person pawns, pledges or disposes of any property in circumstances which amount to an offence under paragraph (o) of subsection (1), any person who takes in pawn, or pledge or otherwise receives the property knowing it to be pawned, pledged, or disposed of in such circumstances shall be guilty of an offence, and shall be liable to be punished in the same way as if he had received the property knowing it to have been obtained in circumstances amounting to a misdemeanour. (4) For the purposes of this section, the expression “director” shall include any person in accordance with whose directions or instructions the directors of a company are accustomed to act and “past director” means a person who was a director 12 months before the commencement of the winding up.