COMPANIES ACT, 19zq 
6q5 
circumstances in which the business of the company was carried on 
the default was excusable, be liable on conviction on indictment to 
imprisonment for a term not exceeding one year, or on summary 
conviction to imprisonment for a term not exceeding six months. 
(2) For the purposes of this section, proper books of account 
shall be deemed not to have been kept in the case of any company if 
there have not been kept such books or accounts as are necessary to 
exhibit and explain the transactions and financial position of the 
trade or business of the company, including books containing 
entries from day to day in sufficient detail of all cash received and 
cash paid, and, where the trade or business has involved dealings in 
goods, statements of the annual stocktakings and (except in the case 
of goods sold by way of ordinary retail trade) of all goods sold and 
purchased, showing the goods and the buyers and sellers thereof in 
sufficient detail to enable those goods and those buyers and sellers 
to be identified. 
275.—(1) If in the course of the 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 creditors of any other 
person or 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 so to do, 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 manner 
aforesaid 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. 
Responsibility 
»f directors for 
fraudulent 
trading. 
(2) Where the court makes any such declaration, it may give 
such further directions as it thinks proper for the purpose of giving 
effect to that declaration, and in particular may make provision for 
making the liability of any such 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 may from 
time to time make such further order as may be necessary for the 
purpose of enforcing any charge imposed under this subsection. 
For the purpose of this subsection, the expression ‘‘assignee’’ 
includes 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 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. 
(3) Where any business of a company is carried on with such 
intent or for such purpose as is mentioned in subsection (1) of this 
section, every director of the company who was knowingly a party