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Microlesson · 5-min read

Effect of Furnishing False or Incorrect Information / Suppression of Material Fact

# Effect of Furnishing False or Incorrect Information

The Act draws a distinction based on when the false information is furnished — during incorporation vs. after incorporation.

## A. During Incorporation (False info at the time of registration)

If any person furnishes false or incorrect particulars of any information OR suppresses any material information of which he is aware, in any document filed with the Registrar in relation to registration of a company:

👉 He shall be liable for action for fraud under Section 447.

## B. Post-Incorporation (False info / suppression after registration)

Where a company has been incorporated by furnishing false or incorrect information or by suppressing any material fact:

### 1. Liability of Persons

The following shall each be liable for action for fraud under Section 447:

  • The promoters
  • The persons named as the first directors
  • The persons making the declaration under this section

### 2. Orders that the Tribunal (NCLT) may pass

On an application, if satisfied that the situation so warrants, the Tribunal may:

#Order
(i)Pass orders for regulation of management, including changes (if any) in MOA and AOA, in public interest or interest of company, members, creditors
(ii)Direct that liability of members shall be unlimited
(iii)Direct removal of name of company from register of companies
(iv)Pass order for winding up of the company
(v)Pass such other orders as it may deem fit

### Safeguards before any Tribunal order

  • The company shall be given a reasonable opportunity of being heard.
  • The Tribunal shall consider transactions entered into by the company, including obligations/liabilities contracted.

## Comparison Snapshot

AspectDuring IncorporationPost-Incorporation
Who is liable?The person who furnished/suppressed infoPromoters + First Directors + Declarants
ActionSection 447 (Fraud)Section 447 + Tribunal orders
Tribunal powers?Not specifiedYes — wide-ranging

Worked example

### Example 1

Example: During registration, a subscriber furnished a forged address proof. After incorporation, this comes to light.

Answer: The person furnishing the forged document is liable for action for fraud under Section 447. Additionally, since incorporation was obtained by false information, the promoters, first directors, and declarants are also liable, and the Tribunal may order winding up, removal of name, unlimited member liability, or regulate management — after giving the company an opportunity to be heard.

⚠️ Common exam mistakes

  • Assuming only the person making the false statement is liable post-incorporation — actually, promoters, first directors and declarants are all liable.
  • Forgetting that the Tribunal must give the company an opportunity of being heard before passing any order.
  • Ignoring that the Tribunal must consider existing transactions and liabilities before passing an order.
  • Confusing the during-incorporation provision (Section 7(5)) with the post-incorporation provision (Section 7(6)).
Reference: Sections 7(5) and 7(6) — Companies Act, 2013
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