Section 458, The Companies Act, 2009

(1) If in the course of the winding up of a company itappears that any business of the company has been carried on with intent to defraud creditors of the company for any fraudulent purpose, the court, on the application of the official receiver, or the liquidator or any creditor or contributory of the company, may, if it thinks proper, declare that any of the directors, whether past or present, of the company who were knowingly parties to the carrying on of the business in the manner mentioned in this subsection shall be personally responsible, without any limitation of liability, for all or any of the debts or other liabilities of the company as the court may direct. (2) On the hearing of the application, the official receiver or the liquidator, as the case may be, may himself give evidence or call witnesses. (3) Where the court makes such a declaration, it may give such further directions as it thinks proper for the purpose of giving effect to that declaration, and in particular may- (a) provide for making the liability of such a director under the declaration, a charge on any debt or obligation due from the company to him, or on any mortgage or charge or any interest in any mortgage or charge on any assets of the company held by or vested in him, or any company or person on his behalf, or any person claiming as assignee from or through the director, company or person; and (b) from time to time make such further order as may be necessary for the purpose of enforcing any charge imposed under this subsection. (4) For the purposes of subsection (3), the expression “assignee” includes– (a) any person to whom or in whose favour, by the directions of the director, the debt, obligation, mortgage or charge was created, issued or transferred or the interest created; but (b) does not include an assignee for valuable consideration (not including consideration by way of marriage) given in good faith and without notice of any of the matters on the ground of which the declaration is made. (5) Where any business of a company is carried on with intent to defraud or for such purpose as is mentioned in subsection (1), every director of the company who was knowingly a party to the carrying on of the business in the manner mentioned shall be guilty of an offence and be liable on conviction to a term of imprisonment not exceeding one year. 328 329 Liability where proper accounts not kept. Responsibility of directors for fraudulent trading. (6) The court may– (a) in the case of any person in respect of whom a declaration has been made under subsection (1) or who has been convicted of an offence under subsection (5), order that that person shall not, without the leave of the court, be a director of or in any way, whether directly or indirectly, be concerned in or take part in the management of a company for such period, not exceeding 5 years, from the date of the declaration or of the conviction, as the case may be; and (b) if any person acts in contravention of an order made under this subsection he shall, in respect of each offence, be liable on conviction to a fine not exceeding Le5,000,000 or to a term of imprisonment not exceeding 2 years, or to both the fine and imprisonment. (7) In subsection (6) the expression “the court”– (a) in relation to the making of an order, means the court by which the declaration was made or the court before which the person was convicted as the case may be; or (b) in relation to the granting of leave means any court having jurisdiction to wind up the (8) 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 have been accustomed to act.