89. Liability of directors of private company.—
(1) Notwithstanding anything contained in the Companies Act,
2013, where any tax, interest or penalty due from a private company in respect of any supply of goods or services or
both for any period cannot be recovered, then, every person who was a director of the private company during such
period shall, jointly and severally, be liable for the payment of such tax, interest or penalty unless he proves that the
non-recovery cannot be attributed to any gross neglect, misfeasance or breach of duty on his part in relation to the
affairs of the company.
(2) Where a private company is converted into a public company and the tax, interest or penalty in respect of any
supply of goods or services or both for any period during which such company was a private company cannot be
recovered before such conversion, then, nothing contained in sub-section (1) shall apply to any person who was a
director of such private company in relation to any tax, interest or penalty in respect of such supply of goods or services
or both of such private company:
Provided that nothing contained in this sub-section shall apply to any personal penalty imposed on such director.