Section XII
Directors to be liable for debts if dividend be paid contrary to the provisions of the Act, or when the Company is known by them to be insolvent.Proviso.
The Joint-stock Companies Act, 1857
About this Act
An Act to make better provision for the order and good government of the Suburbs of Calcutta and of the station of Howrah.
If the Directors of any such company
shall declare and pay any dividend contrary to the provisions of this Act or when the Company is
known by them to be insolvent, or any dividend the payment of which would, to their knowledge,
render it insolvent, they shall be jointly and severally liable for all the debts of the Company then
existing, and for all that shall be thereafter contracted, so long as they shall respectively continue in
office;
Proviso.--provided always that the amount for which they shall all be so liable shall not exceed the amount of such dividend, and that, if any of the Directors shall be absent at the time of making the dividend or dividends so declared or paid, or if present and objecting thereto shall file their objection in writing with the Clerk or the Company, and shall forthwith publish notice of such objection in the Official Gazette or in some newspaper circulating in the place in which the registered Office of the Company is situate, they shall be exempted from the said liability.
Proviso.--provided always that the amount for which they shall all be so liable shall not exceed the amount of such dividend, and that, if any of the Directors shall be absent at the time of making the dividend or dividends so declared or paid, or if present and objecting thereto shall file their objection in writing with the Clerk or the Company, and shall forthwith publish notice of such objection in the Official Gazette or in some newspaper circulating in the place in which the registered Office of the Company is situate, they shall be exempted from the said liability.