Section 460, The Companies Act, 2009

(1) If it appears to the court in the course of a winding upby,or subject to the supervision of, the court that any past or present director, manager or other officer, or any member of the company has committed an offence in relation to the company for which he is criminally liable, the court may, either on the application of the person interested in the winding up or of its own motion, direct the liquidator either himself to prosecute the offender or to refer the matter to the Attorney-General. (2) If it appears to the liquidator in the course of a voluntary winding up that any past or present director, manager or other officer, or any member, of the company has committed any offence in relation to the company for which he is criminally liable he shall– 330 331 assess damages against delinquent Prosecution of delinquent officers and members of (a) forthwith report the matter to the Attorney- General; and (b) furnish to the Attorney-General such information and give to him such access to and facilities for inspecting and taking copies of any documents, being information or documents in the possession or under the control of the liquidator and relating to the matter in question, as he may require. (3) Where any report is made under subsection (2) to the Attorney-General he may, if he thinks fit, apply to the court for an order conferring on him or any person designated by him for the purpose with respect to the company concerned, all such powers of investigating the affairs of the company as are provided by this Act in the case of a winding up by the court. (4) If, on any report to the Attorney-General under subsection (2) it appears to him that the case is not one in which proceedings ought to be taken by him, he shall inform the liquidator accordingly, and then, subject to the approval of the court, the liquidator may himself take proceedings against the offender. (5) If it appears to the court in the course of a voluntary winding up that any past or present director, manager or other officer, or any member, of the company has committed an offence, and that no report with respect to the matter has been made by the liquidator to the Attorney-General under subsection (2) the court may, on the application of any person interested in the winding up or of its own motion, direct the liquidator to make such a report; and on a report being made this section shall have effect as though the report had been made in pursuance of subsection (2). (6) If, where any matter is reported or referred to the Attorney-General, he considers– (a) that the case is one in which a prosecution ought to be instituted; and (b) that it is desirable in the public interest that the proceedings in the prosecution should be conducted by him, he shall institute proceedings accordingly, and it shall be the duty of the liquidator and of every officer and agent of the company past and present (other than the defendant in the proceedings) to give him all assistance in connection with the prosecution which he is reasonably able to give. (7) For the purposes of subsection (6), the expression “agent” in relation to a company shall include any banker or solicitor of the company and any person employed by the company as auditor, whether that person is or is not an officer of the company. (8) If any person fails or neglects to give assistance in the manner required by subsection (7)– (a) the court may, on the application of the Attorney-General, direct that person to comply with the requirements of that subsection; and (b) where an application is made with respect to a liquidator the court may, unless it appears that the failure or neglect to comply was due to the liquidator not having in his hands sufficient assets of the company to enable him to do so, direct that the costs of the application shall be borne by the liquidator personally. (9) The Minister may direct that the whole or any part of any costs and expenses properly incurred by the liquidator in proceedings duly brought by him under this section shall be defrayed out of the Consolidated Fund. (10) Subject to any direction under subsection (9) and to mortgages or charges on the assets of the company and any debts to which priority is given by section 154 all costs and expenses shall be payable out of those assets in priority to all other liabilities payable. (11) In this section, “Attorney-General” means Attorney- General and Minister of Justice. 332 333 Supplementary provisions as to winding up