The Central Government ordered investigation of the ownership of Pious Ltd and sent notice to the Company and its directors. Against this, the Managing Director, on behalf of the Company replied that, the order of invest
CS Professional · Resolution of Corporate Disputes, Non-Compliances & Remedies · PYQS · December 2023
The Central Government ordered investigation of the ownership of Pious Ltd and sent notice to the Company and its directors. Against this, the Managing Director, on behalf of the Company replied that, the order of investigation was not made based on a court or Tribunal order and hence it is not valid. Is the contention of the Managing Director correct?
Answer & Explanation:
According to section 216(1) of the Companies Act, 2013 (the Act), where it appears to the Central Government that there is a reason so to do, it may appoint one or more inspectors to investigate and report on matters relating to the company, and its membership for the purpose of determining the true persons: (a) who are or have been financially interested in the success or failure, whether real or apparent, of the company; or (b) who are or have been able to control or to materially influence the policy of the company; or (c) who have or had beneficial interest in shares of a company or who are or have been beneficial owners or significant beneficial owner of a company. Further section 216(2) of the Act , without prejudice to its powers under sub-section (1), the Central Government shall appoint one or more inspectors under that sub-section, if the National Company Law Tribunal, in the course of any proceeding before it, directs by an order that the affairs of the company ought to be investigated as regards the membership of the company and other matters relating to the company, for the purposes specified in sub-section (1). According to section 216(3) of the Act , while appointing an inspector, the Central Government may define the scope of the investigation, whether as respects the matters or the period to which it is to extend or otherwise, and in particular, may limit the investigation to matters connected with particular shares or debentures. In view of the provision of section 216 mentioned above, it can be said that the contention of the Managing Director is not correct as the investigation pertains to ownership of the Company.
Topics: Company Law
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