Section 278, The Companies Act, 2009

(1) Where it appears to the Commission, that there isgood reason to investigate the ownership of any shares in or debentures of a company and that it is necessary to appoint an inspector for the purpose, the Commission may require any person who it has reasonable cause to believe– (a) to be or to have been interested in those shares or debentures; or applicable to investigations. require information as to persons intersted in shares, etc. 204 205 (b) to act or to have acted in relation to those shares or debentures as a legal practitioner or an agent of some one interested in the shares or debentures, to give to the Commission any information which the person has or might reasonably be expected to obtain as to the present and past interest in those shares or debentures and the names and addresses of the persons interested, and of any persons who act or have acted on their behalf in relation to the shares or (2) For the purposes of this section, a person shall be deemed to have an interest in a share or debenture if– (a) he has any right to acquire or dispose of the shares or debentures or any interest in them or to vote in respect of them; (b) if his consent is necessary for the exercise of any of the rights of other persons interested in the shares or debentures; (c) if other persons interested in the shares or debentures can be required or are accustomed to exercise their rights in accordance with his instructions. (3) Any person who– (a) fails to give any information required of him under this section; (b) in giving such information makes any statement which he knows to be false in a material particular; or (c) recklessly makes any statement which is false in a material particular, Le3,000,000 or to imprisonment for a term not exceeding 6 months or to both the fine and imprisonment. 276. or 277 it appears to the Commission that there is difficulty in finding out the facts about any share (whether issued or to be issued), and that the difficulty is due wholly or mainly to the unwillingness of the persons concerned or any of them to assist the investigation as required by this Act, the Commission may in writing direct that the shares shall, until further notice be subject to the restrictions imposed by this section. (2) So long as any shares are directed to be subject to the restrictions imposed by this section– (a) any transfer of those shares, or in case of unissued shares any transfer of the right to be issued therewith and any issued, shall be void; (b) no voting rights shall be exercisable in respect of those shares; (c) no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; (d) except in a liquidation, no payment shall be made of any sums due from the company on those shares, whether in respect of capital or otherwise. (3) Where the Commission directs shares to be subject to restrictions under this section, or refuses to direct that shares shall cease to be subject to restrictions, any person aggrieved thereby may appeal to the court, and the court may, if it sees fit, direct that the shares shall cease to be subject to the restrictions. Powers to impose restrictions on shares, etc. 206 207 (4) Any direction or order of the court that shares shall cease to be subject to restrictions under this section, expressed to be made with a view to permitting a transfer of those shares may continue the restrictions mentioned in paragraphs (c) and (d) of subsection (2), either in whole or in part, so far as they relate to any right acquired or offer made before the transfer. (5) Any person who– (a) exercises or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to restrictions under this section; (b) votes in respect of any shares, whether as holder or proxy, or appoints a proxy to vote in respect of such shares; (c) being the holder of such shares, fails to notify that they are subject to the restrictions, Le8,000,000 or to imprisonment for a term not exceeding 6 months, or to both the fine and imprisonment. (6) Where shares in any company are issued in contravention of the restrictions, the company and every officer of the company who is in default shall be guilty of an offence and be liable to a fine not exceeding Le5,000,000 (7) This section shall apply in relation to debentures as it applies in relation to shares.