Division 29: Jurisdiction of the Courts and legal proceedings
432. Jurisdiction of the Courts
(a)Subject to other applicable laws, the Court having jurisdiction under this Law shall be the Supreme Court of the Union:
Provided that any High Court, District Court or Township Court may, in accordance with applicable law, exercise all or any of the jurisdiction by this Law conferred upon the Court.
(b)Nothing in this section shall invalidate a proceeding by reason of its being taken in a wrong Court.
Proceedings
433.Offences non-cognizable
Notwithstanding anything in the Code of Criminal Procedure, every offence against this Law shall, for the purposes of the said Code, be deemed to be non-cognizable.
434. Application of fines
The Court imposing any fine under this Law may direct that the whole or any part thereof be applied in or towards payment of the costs of the proceedings, or in or towards the rewarding of the person on whose information the fine is recovered.
435. Power to require limited company to give security for costs
Where a limited company is plaintiff or petitioner in any suit or other legal proceeding, the Court may, if it appears that there is reason to believe that the company will be unable to pay the costs of the defendant if successful in his defence, require sufficient security to be given for those costs, and may stay all proceedings until the security is given.
436. Power of Court to grant relief in certain cases
(a)If, in any proceeding for negligence, default, contravention (including in respect of an obligation under this Law), breach of duty or breach of trust against a person to whom this section applies, it appears to the Court hearing the case that that person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, the Court may relieve him, either wholly or partly, from his liability on such terms as the Court may think fit.
(b)Where any person to whom this section applies has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, contravention (including in respect of an obligation under this Law), breach of duty or breach of trust,
he may apply to the Court for relief, and the Court on any such application shall have the same power to relieve him as under this section it would have had if it had been a Court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought.
(c)The persons to whom this section applies are the following:
(i) directors of a company;
(ii)secretaries of a company (if any);
(iii)any other officers of a company; and
(iv)persons employed by a company as auditors, whether they are or are not officers of the company.
437. Proceedings: how taken
Subject to this Law, in any proceedings for an offence against this Law, any information, charge, complaint or application may be laid or made by:
(a)the Registrar (whether on the Registrar’s own motion or in response to any application or request);
(b)any person referred to in section 436 (who has reason to apprehend that action may be taken against them for a breach of this Law and) who may be entitled to apply for relief under this Law; or
(c)another person authorised in writing by the Union Minister to institute the proceedings.
438. Registrar’s power to intervene in proceedings
(a)The Registrar may intervene in any proceeding relating to a matter arising under this Law.
(b)Where the Registrar intervenes in a proceeding referred to in sub-section (a), the Registrar is taken to be a party to the proceeding and, subject to this Law, has all the rights, duties and liabilities of such a party.
439. Time for instituting proceedings
Despite anything in any other applicable law, proceedings for an offence against this Law may be instituted within the period of six years after the act or omission alleged to constitute the offence.
440. Penalty notices
(a)Where the Registrar has reason to believe that a person has committed an offence under this law where the penalty (or maximum penalty) is expressly prescribed (in this section called a “prescribed offence”), the Registrar may, subject to sub-section (b), give the person a notice in the prescribed form:
(i)alleging that the person has committed the prescribed offence and giving the prescribed particulars in relation to the prescribed offence;
(ii)setting out the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty) in respect of the prescribed offence; and
(iii)stating:
(A)in the case of a prescribed offence constituted by a failure to do an act or thing:
(I)that the obligation to do the act or thing continues despite the service of the notice or the payment of the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty);
(II)that if, within the period specified in the notice (being a period of at least 21 days), the person pays the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty) to the authority specified in the notice and does the act or thing, no further action will be taken against the person in relation to the prescribed offence; and
(III)that if, at the end of the period specified in the notice, the person has not paid the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty) to the authority specified in the notice or has not done the act or thing, proceedings may be instituted against the person; or
(B)in the case of a prescribed offence, not being an offence constituted by a failure to do an act or thing:
(I)that if, within the period specified in the notice (being a period of at least 21 days), the person pays the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty) to the authority specified in the notice, no further action will be taken against the person in relation to the prescribed offence; and
(II)that if, at the end of the period specified in the notice, the person has not paid the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty) to the authority specified in the notice, proceedings may be instituted against the person.
(b)Sub-section (a) does not empower the Registrar:
(i)to give a person more than one notice under that sub-section in relation to an alleged commission by that person of a particular prescribed offence; or
(ii)to give a person a notice under that sub-section in relation to a prescribed offence unless proceedings could be instituted against that person for that offence in accordance with section 439.
(c)A notice under sub-section (a) may be given to a natural person either personally, by post or by electronic means.
(d)Where a notice under sub-section (a) is given to a person in relation to a prescribed offence constituted by a failure to do a particular act or thing:
(i)if, within the period specified in the notice, the person pays the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty) to the authority specified in the notice, and does the act or thing—no proceedings may be instituted against the person in respect of the prescribed offence;
(ii)if, at the end of the period specified in the notice, the person has paid the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty) to the authority specified in the notice but has not done the act or thing—no proceedings may be instituted against the person in respect of the prescribed offence, but the obligation to do that act or thing continues, and section 450 applies in relation to the continued failure to do that act or thing as if, on the day on which the person so paid the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty), the person had been convicted of an offence constituted by a failure to do that act or thing;
(iii)if, at the end of the period specified in the notice, the person has not paid the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty) to the authority specified in the notice but had done the act or thing—proceedings may be instituted against the person in respect of the prescribed offence; or
(iv)if, at the end of the period specified in the notice, the person has not paid the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty) to the authority specified in the notice and has not done the act or thing—the obligation to do that act or thing continues, and proceedings may be instituted against the person in respect of the prescribed offence.
(e)Where a notice under sub-section (a) is given to a person in relation to a prescribed offence, not being an offence constituted by a failure to do a particular act or thing:
(i)if, within the period specified in the notice, the person pays the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty) to the authority specified in the notice—no proceedings may be instituted against the person in respect of the prescribed offence; or
(ii)if, at the end of the period specified in the notice, the person has not paid the prescribed penalty (or penalty determined by the Registrar up to the maximum prescribed penalty) to the authority specified in the notice—proceedings may be instituted against the person in respect of the prescribed offence.
(f)The payment of an amount by a person pursuant to a notice served on the person under this section in relation to a prescribed offence is not taken for any purpose to be an admission by that person of any liability in connection with the alleged commission of the prescribed offence.
(g)Except as provided by sub-sections (d)(i) and (ii) and (e)(i), this section does not affect the operation of any provision of this Law or any other applicable law in relation to the institution of proceedings in respect of offences that are prescribed offences for the purposes of this section.
441. Certain persons to assist in prosecutions
(a)Where a prosecution in respect of an offence against this Law has been instituted, or the Registrar is of the opinion that a prosecution in respect of an offence against this Law ought to be instituted, against a person (in this section referred to as the defendant), the Registrar may:
(i)if the defendant is a natural person—require any person who is or was a partner, employee or agent of the defendant; or
(ii)if the defendant is a body corporate—require any person who is or was an officer, employee or agent of the defendant;
to assist in the prosecution, and the person who is so required must give all assistance in connection with the prosecution that that person is reasonably able to give.
(b)The Registrar must not make such a requirement as is mentioned in sub-section (a) of a person who, in the opinion of the Registrar, is or is likely to be a defendant in the proceedings or is or has been such a person’s lawyer.
(c)If a person to whom sub-section (a)(i) or (ii) relates fails to give assistance as required by sub-section (a), the person contravenes this section and, without affecting any penalty to which the person may be liable for the contravention, the Court may, on the application of the Registrar, order the person to comply with the requirement within such time, and in such manner, as the Court orders.
(d)In this section, agent, in relation to the defendant, includes a banker of the defendant and a person engaged as an auditor by the defendant, whether that person is an employee or an officer of the defendant or not.
Declarations, Orders and Injunctions
442. Declarations of contravention in respect of duties
(a)Subject to this section, if the Court is satisfied on the basis of probabilities that a person has contravened a provision of this Law, it may, as an alternative to any penalty which may be imposed under section 190:
(i) make a declaration of contravention under this section; and
(ii)make a penalty order under section 443; or
(iii)make a compensation order under section 444.
(b)The Registrar may apply for a declaration of contravention, penalty order or a compensation order.
(c)If a declaration of contravention is made under sub-section (a), the company may apply for a compensation order if the Registrar has not done so under sub-section (b).
(d)Proceedings for a declaration of contravention, penalty order or a compensation order may be started no later than six years after the contravention.
(e)The Court must apply the rules of evidence and procedure for civil matters when hearing proceedings for a declaration of contravention, penalty order or a compensation order, as provided by, and subject to, the applicable law.
(f)The Court must not make a for a declaration of contravention, penalty order or a compensation order against a person if the person has been convicted of an offence constituted by the conduct that is substantially the same as the conduct constituting the contravention.
443. Penalty orders
(a)A Court may order a person to pay to the budget of the Union a pecuniary penalty of 10,000,000 kyats if:
(i) a declaration of contravention by the person has been made under section 442; and
(ii)the contravention:
(A)materially prejudices the interests of the company or its members; or
(B)materially prejudices the company’s ability to pay its creditors.
(b)The penalty is a civil debt payable to the Registrar on the Union’s behalf. The Registrar may enforce the order as if it were an order made in civil proceedings against the person to recover a debt due by the person.
444. Compensation orders
(a)If a penalty order has not been applied for or made under section 443, the Court may order a person to compensate a company for damage suffered by the company if:
(i) a declaration of contravention by the person has been made under section 442; and
(ii)the damage resulted from the contravention.
(b)The order must specify the amount of the compensation.
(c)In determining the damage suffered by the company for the purposes of making a compensation order, the Court may have regard to profits made by any person resulting from the contravention or the offence.
(d)A compensation order may be enforced as if it were a judgment of the Court.
445. Prohibition orders
(a)Where:
(i)an investigation is being carried out under this Law in relation to an act or omission by a person that constitutes or may constitute a contravention of this Law;
(ii)a prosecution has been begun against a person for a contravention of this Law; or
(iii)a civil proceeding has been begun against a person under this Law;
and the Court considers it necessary or desirable to do so for the purpose of protecting the interests of a person (in this section called an aggrieved person) to whom the person referred to in sub-section (i), (ii) or (iii), as the case may be, (in this section called the relevant person), is liable, or may be or become liable, to pay money, whether in respect of a debt, by way of damages or compensation or otherwise, or to account for property, the Court may, on application by the Registrar or by an aggrieved person, make one or more of the orders set out in sub-section (b) below.
(b)The Court may make one or more of the following orders pursuant to sub-section (a):
(i)an order prohibiting a person who is indebted to the relevant person or to an associate of the relevant person from making a payment in total or partial discharge of the debt to, or to another person at the direction or request of, the person to whom the debt is owed;
(ii)an order prohibiting a person holding money or other property, on behalf of the relevant person, or on behalf of an associate of the relevant person, from paying all or any of the money, or transferring, or otherwise parting with possession of, the other property, to, or to another person at the direction or request of, the person on whose behalf the money or other property, is or are held;
(iii)an order prohibiting the taking or sending out of the Union by a person of money of the relevant person or of an associate of the relevant person;
(iv)an order prohibiting the taking, sending or transfer by a person of property of the relevant person, or of an associate of the relevant person from a place in the Union to a place outside the Union;
(v)an order appointing:
(A)if the relevant person is a natural person—a receiver or trustee, having such powers as the Court orders, of the property or of part of the property of that person; or
(B)if the relevant person is a body corporate —a receiver or official liquidator, having such powers as the Court orders, of the property or of part of the property of that person;
(vi)if the relevant person is a natural person—an order requiring that person to deliver up to the Court his or her passport and such other documents as the Court thinks fit; or
(vii)if the relevant person is a natural person—an order prohibiting that person from leaving the Union without the consent of the Court.
(c)An order under sub-section (b) prohibiting conduct may prohibit the conduct either absolutely or subject to conditions.
(d)Where an application is made to the Court for an order under sub-section (a), the Court may, if in the opinion of the Court it is desirable to do so, before considering the application, grant an interim order, being an order of the kind applied for that is expressed to have effect pending the determination of the application.
(e)On an application under sub-section (a), the Court must not require the applicant or any other person, as a condition of granting an interim order under sub-section (d), to give an undertaking as to damages.
(f)Where the Court has made an order under this section on a person’s application, the Court may, on application by that person or by any person affected by the order, make a further order discharging or varying the first mentioned order.
(g)An order made under sub-section (a) or (c) may be expressed to operate for a specified period or until the order is discharged by a further order under this section.
446. Powers to grant injunctions
(a)Where a person has engaged, is engaging or is proposing to engage in conduct that constituted, constitutes or would constitute:
(i) a contravention of this Law;
(ii)attempting to contravene this Law;
(iii)aiding, abetting, counselling or procuring a person to contravene this Law;
(iv)inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene this Law;
(v)being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of this Law; or
(vi)conspiring with others to contravene this Law;
the Court may, on the application of the Registrar, or of a person whose interests have been, are or would be affected by the conduct, grant an injunction, of such kind and on such terms as the Court thinks appropriate, restraining the first mentioned person from engaging in the conduct and, if in the opinion of the Court it is desirable to do so, requiring that person to do any act or thing.
(b)Where a person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing that the person is required by this Law to do, the Court may, on the application of:
(i) the Registrar; or
(ii)any person whose interests have been, are or would be affected by the refusal or failure to do that act or thing;
grant an injunction, on such terms as the Court thinks appropriate, requiring the first mentioned person to do that act or thing.
(c)Where an application for an injunction under sub-section (a) or (b) has been made, the Court may, if the Court determines it to be appropriate, grant an injunction by consent of all the parties to the proceedings, whether or not the Court is satisfied that that sub-section applies.
(d)The Court may discharge or vary an injunction granted under sub-section (a) or (b).
(e)Where the Registrar applies to the Court for the grant of an injunction under this section, the Court must not require the applicant or any other person, as a condition of granting an interim injunction, to give an undertaking as to damages.
(f)In proceedings under this section against a person the Court may make an order under section 445 in respect of the person.
(g)Where the Court has power under this section to grant an injunction restraining a person from engaging in particular conduct, or requiring a person to do a particular act or thing, the Court may, either in addition to or in substitution for the grant of the injunction, order that person to pay damages to any other person.
447. No limitation on Court’s other powers
Nothing in this Division affects the powers that the Court has apart from this Division.
Use of books in proceedings and form of books
448. Admissibility of books in evidence
(a)An original book kept by a company under a requirement of this Law is admissible in evidence in any proceeding and is prima facie evidence of any matter stated or recorded in the book.
(b)A document purporting to be an original book kept by a company is, unless the contrary is proved, taken to be a book kept as mentioned in sub-section (a).
449. Form and evidentiary value of books
(a)A book that is required by this Law to be kept or prepared may be kept or prepared:
(i)by making entries in a bound or loose-leaf book; or
(ii)by recording or storing the matters concerned by means of a mechanical, electronic or other device; or
(iii)in any other manner approved by the Registrar.
(b)Sub-section (a) does not authorise a book to be kept or prepared by a mechanical, electronic or other device unless:
(i)the matters recorded or stored will be capable, at any time, of being reproduced in a written form; or
(ii)a reproduction of those matters is kept in a written form approved by the Registrar.
(c)A company must take all reasonable precautions, including such precautions (if any) as are prescribed, for guarding against damage to, destruction of or falsification of or in, and for discovery of falsification of or in, any book or part of a book required by this Law to be kept or prepared by the company.
(d)Where a company records or stores any matters by means of a mechanical, electronic or other device, any duty imposed by this Law to make a book containing those matters available for inspection or to provide copies of the whole or a part of a book containing
those matters is to be construed as a duty to make the matters available for inspection in written form or to provide a document containing a clear reproduction in writing of the whole or part of them, as the case may be.
(e)The Registrar may issue directives to provide for how up to date the information contained in an instrument prepared for the purposes of sub-section (d) must be.
(f) If:
(i)because of this Law, a book that this Law requires to be kept or prepared is prima facie evidence of a matter; and
(ii)the book, or a part of the book, is kept or prepared by recording or storing matters (including that matter) by means of a mechanical, electronic or other device;
a written reproduction of that matter as so recorded or stored is prima facie evidence of that matter.
(g)A writing that purports to reproduce a matter recorded or stored by means of a mechanical, electronic or other device is, unless the contrary is established, taken to be a reproduction of that matter.
Service and authentication of documents
450. Service of documents on company
Without limiting any other way in which a document may be served, a document may be served on a company by:
(a)leaving it at, or sending it by post to, the registered office of the company;
(b)by delivery to a person named as a director of the company on the Register maintained by the Registrar under section 421;
(c)by delivery to an employee of the company at the company’s principal place of business;
(d)by serving it in accordance with any directions as to service given by the Court in any proceedings; or
(e)in accordance with an agreement made with the company.
451. Service of documents on Registrar
A document may be served on the Registrar by sending it to the Registrar by post, or delivering it to the Registrar, or by leaving it at the Registrar’s office.
452. Authentication of documents
Without limiting any other way in which a document or proceeding may be authenticated by a company, or the assumptions that a person dealing with a company is entitled to make under section 31, a document or proceeding requiring authentication by a company may be signed by a director, secretary or other officer of the company who is authorized to represent the company, and need not be under its common seal.
Division 30: Offences and defences
Specific Offences
453. Penalty for false statement
Whoever in any return, report, certificate, financial statement or other document, required by or for the purposes of any of the provisions of this Law, wilfully makes, or authorizes the making of, a statement false or misleading in any material particular, knowing it to be false, or who omits, or authorizes the omission, from such document any matter knowing that the omission makes the document false or misleading, shall be liable to fine to be determined under section 458(d).
454. Penalty for wrongful withholding or destruction of property
Any director or other officer or employee of a company who wrongfully obtains possession of any property of a company, or having any such property in his possession wrongfully withholds it or wilfully applies it to purposes other than those expressed or directed in the articles and authorized by this Law, shall, on the complaint of the company or any creditor or contributory thereof, be punishable with fine to be determined under section 458(d), and may be ordered by the Court trying the offence to deliver up or refund, within a time to be fixed by the Court, any such property improperly obtained or wrongfully withheld or wilfully misapplied.
455. Penalty for misapplication of securities by employers
(a)All moneys or securities deposited with a company by its employees in pursuance of their contracts of service with the company shall be kept or deposited by the company in a special account to be opened by the company for the purpose in a scheduled bank, and no portion thereof shall be utilized by the company except for the purposes agreed to in the contract of service.
(b)Where a provident fund has been constituted by a company for its employees or any class of its employees, all moneys contributed to such fund (whether by the company or by the employees) or accruing by way of interest or otherwise to such fund, shall be either deposited in a bank account with a financial institution duly licensed by the Central Bank of Myanmar or invested in securities mentioned or referred to in clauses (a) to (e) of section 20 of the Trusts Act and in accordance with all applicable laws.
(c)Notwithstanding anything to the contrary in the rules of any fund to which sub-section (b) applies or in any contract between a company and its employees, no employee shall be entitled to receive, in respect of such portion of the amount to his credit in such fund as is invested in accordance with the provisions of sub-section (b), interest at a rate exceeding the rate of interest yielded by such investment.
(d)An employee shall be entitled, on request made in this behalf to the company, to see the bank’s receipt for any money or security such as is referred to in sub-section (a) and sub-section (b).
(e)Any director or other officer of the company who knowingly contravenes or permits or authorizes the contravention of the provisions of this section shall be liable to a fine to be determined under section 458(d).
456. Penalty for improper use of word “Limited”
If any person or persons trade or carry on business under any name or title of which “Limited” is the last word, that person or those persons shall, unless duly incorporated with limited liability, be liable to a fine to be determined under section 458(d).
457.Offence for falsification of books
(a)An officer, former officer, employee, former employee, member or former member of a company who engages in conduct that results in the concealment, destruction, mutilation or falsification of any securities of or belonging to the company or any books affecting or relating to affairs of the company is guilty of an offence under this Law.
(b)Where matter that is used or intended to be used in connection with the keeping of any books affecting or relating to affairs of a company is recorded or stored in an illegible form by means of a mechanical device, an electronic device or any other device, a person who:
(i)records or stores by means of that device matter that the person knows to be false or misleading in a material particular;
(ii)engages in conduct that results in the destruction, removal or falsification of matter that is recorded or stored by means of that device, or has been prepared for the purpose of being recorded or stored, or for use in compiling or recovering other matter to be recorded or stored by means of that device; or
(iii)having a duty to record or store matter by means of that device, fails to record or store the matter by means of that device:
(A)with intent to falsify any entry made or intended to be compiled, wholly or in part, from matter so recorded or stored; or
(B)knowing that the failure so to record or store the matter will render false or misleading in a material particular other matter so recorded or stored;
contravenes this sub-section.
(c)It is a defence to a charge arising under sub-section (a) or (b) if the defendant proves that he, she or it acted honestly and that in all the circumstances the act or omission constituting the offence should be excused.
(d)This section operates without limitation to section 453.
Offences generally
458. General penalty provisions
(a)A person, including a company, who:
(i)does an act or thing that the person is forbidden to do by or under a provision of this Law;
(ii)does not do an act or thing that the person is required or directed to do by or under a provision of this Law; or
(iii)otherwise contravenes a provision of this Law;
is guilty of an offence by virtue of this sub-section, unless that or another provision of this Law provides that the person:
(A)is guilty of an offence; or
(B)is not guilty of an offence.
(b)A person who is guilty of an offence against this Law, whether by virtue of sub-section (a) or otherwise, is punishable by a penalty not exceeding the penalty applicable to the offence.
(c)Where a provision of this Law (other than this section) provides that the penalty applicable to a contravention of a particular provision of this Law is a specified penalty, pecuniary or otherwise, the penalty applicable to an offence constituted by a contravention of the particular provision is the specified penalty.
(d)Where the penalty is not expressly set out in this Law the Court shall determine the penalty based on what it believes to be just and equitable in the circumstances and having regard to the penalties imposed under this Law for any similar offence and in all events in accordance with applicable law.
459.Offences committed partly in and partly out of the jurisdiction
Where:
(a)a person does or omits to do an act outside the Union; and
(b)if that person had done or omitted to do that act in the Union, the person would, by reason of also having done or omitted to do an act in the Union, have been guilty of an offence against this Law;
the person is guilty of that offence.
460. Continuing offences
(a)Where by or under a provision of this Law, an act is or was required to be done within a particular period or before a particular time, and failure to do the act within that period or before that time constitutes an offence; and the act is not done within that period or before that time, then:
(i)the obligation to do the act continues, after that period has ended or that time has passed, and whether or not a person is or has been convicted of the offence in relation to failure to do the act, until the act is done; and
(ii)sub-section (c) applies.
(b)Where by or under a provision of this Law, an act is or was required to be done but neither a period nor a time for the doing of the act is or was specified, and the failure to do the act constitutes an offence and a person is or has been convicted of the offence in relation to failure to do the act, then:
(i) the obligation to do the act continues, despite the conviction, until the act is done; and
(ii)sub-section (c) applies.
(c)Where at a particular time, a person is or was first convicted of the offence in relation to failure to do the act, and the failure to do the act continued after that time, then:
(i)the person is, in relation to failure to do the act, guilty of a further offence in respect of so much of the period throughout which the failure to do the act continued or elapsed after that time and before the relevant day in relation to the further offence; and
(ii)for the purposes of this Law and any other applicable law the further offence is taken to be constituted by failure to do the act during so much of that period as so elapsed.
(d)Where a person is guilty, by virtue of sub-section (c), of an offence in respect of the whole or a part of a particular period, the penalty applicable to the offence is a fine of 25,000 kyats for each day in that period, or in that part of that period, as the case may be.
Defences and relief
461. Defence by director or officer
(a)Without limiting section 436, it is a defence to a director or officer charged with an offence in relation to a duty imposed on the board of a company or a duty imposed on a director or officer if the director or officer proves that:
(i)the board (in the case of an offence in relation to a duty imposed on the board) took all reasonable and proper steps to ensure that the requirements of this Law would be complied with;
(ii)the director or officer took all reasonable and proper steps to ensure that the board complied with the requirements of this Law (in the case of an offence in relation to a duty imposed on the board);
(iii)the director or officer (in the case of an offence in relation to a duty imposed on the director or officer) took all reasonable and proper steps to ensure that the requirements of this Law would be complied with; or
(iv)in the circumstances the director or officer could not reasonably have been expected to take steps to ensure that either the board or they complied with the requirements of this Law imposed on the board or them (as applicable).
(b)Without limiting section 436, it is a defence to a director or officer charged with an offence in relation to a duty imposed on the company if the director or officer proves that:
(i)the company took all reasonable and proper steps to ensure that the requirements of this Law would be complied with;
(ii)the director or officer took all reasonable steps to ensure that the company complied with the requirements of this Law; or
(iii)in the circumstances the director or officer could not reasonably have been expected to take steps to ensure that the company complied with the requirements of this Law.
462. Relief from liability following declaration of contravention
(a)Without limiting section 436, if proceedings are brought against a person under this Part; and in the proceedings it appears to the Court that the person has, or may have, contravened a provision of this Law but that:
(i) the person has acted honestly; and
(ii)having regard to all the circumstances of the case including, where applicable, those connected with the person’s appointment as an officer, or employment as an employee, of a company), the person ought fairly to be excused for the contravention;
the Court may relieve the person either wholly or partly from a liability to which the person would otherwise be subject, or that might otherwise be imposed on the person, because of the contravention.
(b)If a person thinks that proceedings will or may be begun against them under this Part in respect of a possible contravention of a provision of this Law, they may apply to the Court for relief.
(c)On an application under sub-section (b), the Court may grant relief under sub-section (a) as if the proceedings had been begun in the Court.
(d)This section does not limit any other powers the Court may have to grant relief.
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