An investigation was ordered by Central Government under section 216 of the Companies Act, 2013 against Diya Steels and Aluminium Ltd. for determining true membership of the company. In connection with this investigation

CS Executive · Company Law and Practice · PYQS · June 2025
An investigation was ordered by Central Government under section 216 of the Companies Act, 2013 against Diya Steels and Aluminium Ltd. for determining true membership of the company. In connection with this investigation, it appeared to the Tribunal that there is sufficient reason to find out the facts about 8% optionally convertible redeemable cumulative preference shares issued by the company on 15.10.2023 and the Tribunal is of the opinion that unless restriction is imposed on further issue of such shares the purpose cannot be solved. Accordingly, the Tribunal by an order dated 15.08.2024 directed the company that further issue of such shares shall be subject to restrictions for a period of four years. Despite the order of Tribunal, the company proceeded with further issue of shares on 20.08.2024 in order to fund the working capital requirements for its expansion project. Referring to the provisions of Companies Act, 2013 examine: (i) Can the Tribunal restrict further issue of shares? If yes, then to what period? (ii) What are the penal provisions in case of contravention of the above Order?

Answer & Explanation:

(i) Under section 222(1) of the Companies Act, 2013 the Tribunal may pass such order where it appears to the Tribunal, in connection with any investigation or on a complaint made by any person in this behalf, that there is good reason to find out the relevant facts about any securities issued or to be issued by a company and the Tribunal is of the opinion that such facts cannot be found out unless certain restrictions, as it may deem fit, are imposed. The Tribunal may, by order, direct that the securities shall be subject to such restrictions as it may deem fit for such period not exceeding three years as may be specified in the order. In line with the above provision Tribunal can put restrictions on further issue of redeemable cumulative preference shares of the company in question. But the restriction cannot be for more than three years. Hence, restriction imposed by Tribunal for four years is not valid. (ii) Where securities in any company are issued or transferred or acted upon in contravention of an order of the Tribunal under sub-section (1), the company shall be punishable with fine which shall not be less than ₹1 lakh rupees but which may extend to ₹25 lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than ₹25 thousand rupees but which may extend to ₹5 lakh rupees, or with both.

Topics: Investigation and Inspection

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