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2009 (7) TMI 760 - HIGH COURT OF MADRASWinding up - application to make the respondents who are the ex-directors of the company under liquidation liable for misfeasance under sections 542 and 543(1) of the Companies Act, 1956 Held that:- It is clear that when an application under sections 542 and 543 of the Companies Act is made relating to the allegation of fraud or breach of trust or misappropriation, to prove such allegation which is being criminal in nature, it is necessary that there should be mens rea aspect on the part of the ex-director either in committing fraud or causing loss to the company under liquidation. Such conduct of fraud or breach of trust must be specifically pleaded and proved and in the absence of such specific pleading and proof, on the facts of the present case, it is not possible to accept the contention of the learned Official Liquidator that there has been deliberate conduct of fraud or breach of trust on the part of the ex-directors of the company under liquidation. Thus no substance in the application filed by the Official Liquidator for taking any further action Against the respondents, viz., ex-directors of the company under liquidation for misfeasance under sections 542 and 543 of the Companies Act and, therefore, the application stands dismissed.
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