Issues: (i) Whether the appellants have locus standi to challenge the NCLT order sanctioning the Scheme of Arrangement. (ii) Whether a Scheme sanctioned under Section 230 of the Companies Act, 2013 can override or supplant attachment orders or criminal proceedings under the MPID Act, 1999, or compel creditors to withdraw such proceedings.

Issue (i): Whether the appellants have locus to challenge the sanction of the Scheme.

Analysis: The Tribunal examined the voting support for the Scheme and the statutory threshold under Section 230(4) of the Companies Act, 2013. The Scheme was approved by requisite majorities in value and number; the appellants hold 0.26% voting rights, which is below the statutory threshold necessary to object as an aggrieved person. The Tribunal applied authority that a person not meeting the Section 230(4) threshold cannot maintain an appeal under Section 421 as an aggrieved person.

Conclusion: The appellants lack locus standi to challenge the Scheme. Conclusion is against the appellants.

Issue (ii): Whether the sanctioned Scheme can override attachments or compel withdrawal/quashing of criminal proceedings under the MPID Act.

Analysis: The Tribunal considered the terms of the Scheme, the NCLT's operative directions and Clauses in the Scheme regarding obligations of specified creditors, and the positions of the competent MPID authority and EOW. The Tribunal held that Section 230(6) makes a duly sanctioned compromise binding on stakeholders but the sanction itself does not automatically vacate attachments or quash criminal proceedings; any release or quashing of such proceedings or attachments depends on orders of the competent courts or authorities on applications made under the Scheme. The NCLT expressly clarified the sanction shall not override or affect subsisting attachment orders or be construed as quashing criminal proceedings. Competent authorities and a Supreme Court constituted Committee recorded support for implementing the Scheme subject to appropriate court orders for any relief from attachments or criminal liability.

Conclusion: The Scheme, as sanctioned, does not override attachment orders under the MPID Act nor automatically quash criminal proceedings; the Scheme is not contrary to public policy on this ground. Conclusion is in favour of the respondent (scheme sanctioned).

Final Conclusion: The appeal is without merit on the grounds considered; the appellants have no locus to object and the sanctions granted by the NCLT are affirmed, therefore the appeal is dismissed.

Ratio Decidendi: A scheme sanctioned by the NCLT under Section 230, supported by the requisite majority, is binding on stakeholders in accordance with Section 230(6) and does not, by itself, override attachment orders or quash criminal proceedings under a special statute; relief from such orders requires separate appropriate orders by the competent courts or authorities.

1. ISSUES PRESENTED AND CONSIDERED

1) Whether the Company Law Board (a quasi-judicial body) had jurisdiction to condone delay in filing an appeal under Section 58(3) of the Companies Act, 2013, including by invoking the Limitation Act, 1963 or by applying the "principles" underlying Section 5 of the Limitation Act, 1963, or by relying on inherent powers under the CLB Regulations.

2) Whether Section 433 of the Companies Act, 2013 (making the Limitation Act applicable to proceedings/appeals before the NCLT/NCLAT) could be applied retrospectively or otherwise used to validate condonation of delay by the CLB for a Section 58(3) appeal filed before the constitution of the NCLT/NCLAT.

2. ISSUE-WISE DETAILED ANALYSIS

Issue 1: CLB's power to condone delay under Section 58(3) of the Companies Act, 2013

Legal framework (as discussed by the Court): The Court examined that, during the relevant period, the CLB's powers as a "court" were limited to those expressly enumerated under the then-governing provision conferring CPC-type powers, and there was no provision empowering the CLB to apply the Limitation Act, 1963 or to extend limitation for filing a statutory appeal under Section 58(3). The Court also examined the distinction between (i) statutory inclusion of Limitation Act powers, and (ii) attempting to import "principles" of limitation without such statutory conferral.

Interpretation and reasoning: The Court held that the Limitation Act, 1963 applies to courts and not to quasi-judicial bodies unless the statute expressly provides otherwise. The CLB, being a quasi-judicial body and only a "court" in a restricted sense for specified purposes, could not assume Section 5 power. Further, the Court rejected the argument that "principles" underlying Section 5 could be applied by analogy, distinguishing Section 5 (extension of limitation through discretionary condonation) from provisions like Section 14 (exclusion of time), whose principles have been applied in limited contexts because exclusion does not involve discretionary enlargement of the limitation period itself. Because condonation under Section 5 depends upon discretionary enlargement of time-an attribute that must be specifically conferred-the Court ruled that such power cannot be inferred for the CLB. The Court also held that Regulation 44 (inherent powers) could not be used to override or circumvent a statutory limitation period for instituting the proceeding itself, as there is no inherent power to extend limitation absent legislative authorization.

Conclusions: The CLB lacked authority to condone delay in filing a Section 58(3) appeal. Neither Section 5 of the Limitation Act nor its underlying principles could be invoked, and inherent powers under the CLB Regulations could not be used to extend a statutory filing period. The limitation period in Section 58(3) was treated as mandatory and not merely directory.

Issue 2: Retrospective application or pendency-based application of Section 433 of the Companies Act, 2013 to validate CLB condonation

Legal framework (as discussed by the Court): The Court considered the phased commencement of the Companies Act, 2013 provisions and noted that Section 433 came into force when the NCLT/NCLAT were constituted. It addressed whether this later provision could retrospectively empower the CLB or be applied because an appeal was pending.

Interpretation and reasoning: The Court held that Section 433 could not be "borrowed" to confer Limitation Act powers on the CLB, because the applicability of limitation provisions is institution-specific and depends on express legislative conferral. The timing of Section 433's commencement alongside the creation of NCLT/NCLAT showed a conscious legislative choice not to clothe the CLB with such power earlier. Additionally, on the facts, the Court found the remedy had already become time-barred even under the prior regime before Section 58(3) itself came into force; therefore, a later change empowering a different forum could not revive a dead remedy or defeat accrued rights.

Conclusions: Section 433 was not retrospectively applicable to the CLB and could not validate condonation of delay for a Section 58(3) appeal filed before the NCLT/NCLAT framework. The change in law could not revive an already time-barred remedy.

ISSUES PRESENTED AND CONSIDERED

1. Whether a winding-up petition admitted by the Company Court can be transferred to the National Company Law Tribunal (NCLT) under the discretion conferred by the 5th proviso to Section 434(1)(c) of the Companies Act, 2013 where the petition has been admitted and a provisional/proper liquidator appointed.

2. Whether transfer to the NCLT is permissible when the Official Liquidator has taken custody of assets but no irreversible steps (e.g., sale of assets or disbursement to creditors) have been taken.

3. Whether pending or initiated criminal investigations or other statutory inquiries (e.g., SFIO investigations) operate as a bar to transfer and to the initiation/continuation of proceedings under the Insolvency and Bankruptcy Code (IBC), including claims under Sections 43-51 and 66 of the IBC.

4. Whether the IBC (and related NCLT jurisdiction under Section 7/9) has overriding effect over continuing winding-up proceedings such that transfer should be ordered when the statutory parameters for CIRP are met or when transfer would avoid parallel, conflicting proceedings and better preserve creditor interests.

5. Whether public interest, multiplicity of small creditors/allottees and the state of the proposed revival scheme are relevant considerations in exercising the discretion to transfer to the NCLT.

ISSUE-WISE DETAILED ANALYSIS

Issue 1 - Discretion to transfer admitted winding-up petitions to NCLT (Legal framework)

Legal framework: The 5th proviso to Section 434(1)(c) of the Companies Act, 2013 permits parties to pending winding-up proceedings before High Courts to apply for transfer of such proceedings to the Tribunal, to be dealt with as applications for initiation of CIRP under the IBC; the provision confers a discretionary power on the Company Court to order transfer.

Precedent Treatment: The Supreme Court in Action Ispat clarified that the Company Court retains discretion to transfer even post-admission and post-appointment of a liquidator, subject to factual determination whether irreversible steps have been taken. Kaledonia recognised creditor standing to seek transfer under the 5th proviso. A. Navinchandra affirmed Section 7 IBC as an independent remedy and held that discretionary provisions under Section 434 cannot curtail NCLT jurisdiction where IBC parameters are met.

Interpretation and reasoning: The Court applies these decisions to hold that the discretion under Section 434(1)(c) should be exercised so long as the winding-up proceedings have not reached an irreversible stage; transfer is appropriate where nothing irreversible has occurred and transfer would enable adjudication under the special, time-bound, creditor-driven IBC framework.

Ratio vs. Obiter: Ratio - Company Courts have discretion to transfer admitted winding-up petitions to NCLT under the 5th proviso to Section 434(1)(c), subject to the irreversible-steps test. Observational support from prior authorities is relied upon as binding guidance.

Conclusion: The Court recognises and applies the discretionary power to transfer admitted winding-up petitions to the NCLT where factual circumstances warrant.

Issue 2 - Effect of custody by Official Liquidator absent irreversible steps

Legal framework: Section 290 (Companies Act, 2013) permits a liquidator to take custody and carry on business as necessary; transfer under Section 434(1)(c) remains available unless irreversible acts (sale/disposition) have occurred.

Precedent Treatment: Action Ispat emphasises that appointment of a liquidator and assets being in custodia legis do not preclude transfer unless assets have been actually sold or other irreversible acts undertaken.

Interpretation and reasoning: The Court examined the factual matrix: Official Liquidator in custody, valuation performed, claims filed (~1250+), but no sale of assets, no disbursement, no irreversible steps. The Court finds these circumstances fall within the class of cases where transfer is appropriate, as nothing irreversible prevents the clock from being turned back.

Ratio vs. Obiter: Ratio - Custody by the Official Liquidator, valuation and ongoing administration do not by themselves make winding-up irreversible; transfer is permissible absent actual sale/disbursement.

Conclusion: Transfer to the NCLT is appropriate because the Official Liquidator has not taken irreversible steps (no sales, no disbursements), and assets remain capable of preservation for CIRP.

Issue 3 - Impact of pending criminal/statutory investigations on transfer and IBC proceedings

Legal framework: The IBC provides for adjudication of insolvency and avoidance transactions (Sections 43-51, 66) and envisages that criminal or other statutory investigations do not stay civil insolvency processes unless a specific bar exists.

Precedent Treatment: A. Navinchandra and related authorities recognise that pendency of other proceedings (including winding-up or criminal investigations) does not prevent initiation or continuation of IBC proceedings where statutory thresholds are met.

Interpretation and reasoning: The Court notes the existence of SFIO investigations but finds no authority to treat such investigations as a bar to transfer or to proceedings under the IBC; allegations of fraud and parallel probes can be addressed within the IBC framework (avoidance and fraudulent conveyance provisions) and by the investigative agencies in their domain.

Ratio vs. Obiter: Ratio - Pending criminal or statutory investigations do not of themselves preclude transfer to the NCLT or the initiation/continuation of IBC proceedings.

Conclusion: Criminal or SFIO investigations do not operate as a bar to transfer to the NCLT or to proceedings under the IBC; such matters can proceed concurrently where legally permissible.

Issue 4 - Overriding effect of IBC and avoidance of parallel proceedings

Legal framework: IBC is a self-contained code with time-bound insolvency resolution processes; Section 7/9 proceedings before NCLT are independent remedies. The 5th proviso to Section 434(1)(c) aims to avoid multiplicity of forums by enabling transfer.

Precedent Treatment: Kaledonia and A. Navinchandra stress that the object of IBC would be frustrated by parallel proceedings; discretionary transfer must not be used to subvert NCLT jurisdiction where IBC parameters are satisfied.

Interpretation and reasoning: The Court reasons that transfer furthers the IBC objective of creditor-driven, time-bound resolution, avoids duplicative litigation, and affords broader powers (including avoidance of fraudulent/undervalued transactions) and potential for revival as a going concern to maximize asset value for stakeholders.

Ratio vs. Obiter: Ratio - Where transfer avoids parallel, conflicting proceedings and better serves creditor interests within the IBC framework, Company Courts should transfer pending winding-up matters to the NCLT.

Conclusion: Transfer is warranted to enable IBC processes to operate and to prevent parallel proceedings that would frustrate the IBC's objectives.

Issue 5 - Relevance of public interest, multiplicity of small creditors and unworkability of revival scheme

Legal framework: Court's discretion under Section 434 includes consideration of convenience, efficacy, and the interests of all stakeholders; IBC's creditor-driven scheme is designed to protect collective creditor interests, especially numerous small creditors.

Precedent Treatment: Prior judgments have acknowledged that transfer may be in the public interest where efficient collective resolution and preservation of assets for many creditors are implicated.

Interpretation and reasoning: The Court considered that over 1,250 claims were filed, the previously sanctioned revival scheme had become unworkable (statutory dues unpaid, propounders in custody, no funds), and continued custodial expenditure was depleting distributable assets. Transfer to NCLT was found likely to better serve the large class of small creditors by enabling CIRP, possible revival, and more effective scrutiny/recovery including avoidance actions.

Ratio vs. Obiter: Ratio - Public interest and the protection of numerous small creditors are legitimate and material considerations in exercising the discretion to transfer winding-up proceedings to the NCLT.

Conclusion: The multiplicity of small creditors, the unworkability of the court-sanctioned revival scheme, and attrition of estate value through custodial expenses support transfer to NCLT in the public interest.

Final Disposition (Conclusions synthesized)

The Court exercised the discretionary power under the 5th proviso to Section 434(1)(c) to allow transfer of the pending winding-up petition to the NCLT because: (a) no irreversible steps (no sale of assets, no disbursements) had been taken by the Official Liquidator; (b) the revival scheme had become unworkable after judicially-noted failures to clear statutory dues and secure landowner claims; (c) large numbers of creditors/allottees with pending claims and ongoing custodial expenses warranted adjudication under the IBC's time-bound and specialized framework; and (d) pending criminal/statutory investigations did not bar transfer or IBC proceedings. The parties were permitted to proceed before the NCLT and take appropriate steps in accordance with law.

1. ISSUES PRESENTED AND CONSIDERED

1. Whether a winding-up petition admitted by the Company Court, with appointment of an Official Liquidator and assets in custodia legis, may be transferred to the National Company Law Tribunal under the 5th proviso to Section 434(1)(c) of the Companies Act, 2013 when no irreversible steps (e.g., sale of assets) have been taken.

2. Whether the pendency of criminal or regulatory investigations and filings by investigative agencies or the Official Liquidator operate as a bar to transfer and initiation or revival of proceedings under the Insolvency and Bankruptcy Code (IBC) (including appointment of an Interim Resolution Professional and initiation of CIRP under Section 7 of the IBC).

3. Whether the existence of a previously sanctioned-but-subsequently-failed scheme of arrangement and subsequent appointment of the Official Liquidator preclude transfer of the proceedings to the NCLT.

4. Whether the discretionary jurisdiction under Section 434(1)(c) is to be exercised in favour of transfer where transfer would better serve creditor interests, preserve assets as a going concern and enable IBC remedies (including avoidance provisions) to be invoked.

2. ISSUE-WISE DETAILED ANALYSIS

Issue 1 - Transferability post-admission when no irreversible steps taken

Legal framework: 5th proviso to Section 434(1)(c) of the Companies Act, 2013 permits transfer of winding-up proceedings pending before High Courts to the Tribunal where a party applies and the proceedings are suitable to be dealt with as an application under the IBC.

Precedent treatment: The Court relied on and followed the Supreme Court's principles articulated in Action Ispat and Kaledonia Jute & Fibres: transfer is permissible post-admission and post-appointment of a liquidator provided no irreversible/irretrievable steps (notably actual sale of movable or immovable assets) have occurred; the discretion to transfer depends on facts and must preserve the possibility of revival under IBC.

Interpretation and reasoning: The Court examined whether the winding-up had progressed to an irreversible stage. Although the Official Liquidator held assets and had caused valuations, there was no actual sale or disposition of assets or disbursement of funds; assets remained in custodia legis and claims were yet to be scrutinized. Recurring preservation costs were being incurred but such expenses did not equate to irreversible disposition. Given these facts, the transfer discretion under Section 434(1)(c) favoured transfer so that IBC's time-bound, creditor-driven framework and avoidance powers could be deployed to maximize value and permit revival as a going concern.

Ratio vs. Obiter: Ratio - where no irreversible steps (sales or irreversible dispositions) have occurred post-admission, the Company Court may transfer the petition to NCLT under the 5th proviso to Section 434(1)(c). Obiter - factual observations on recurring expenses diminishing distributable surplus (relevant but fact-specific).

Conclusion: Transfer ordered; the petition transferred to NCLT as no irreversible steps had been taken.

Issue 2 - Effect of pendency of criminal/regulatory investigations and SFIO/other inquiries on transfer and IBC initiation

Legal framework: IBC is a self-contained, overriding, creditor-driven code; Sections permitting avoidance of preferential, undervalued and fraudulent transactions (Sections 43-51, 66 IBC) and Section 7 initiation are independent proceedings.

Precedent treatment: The Court followed A. Navinchandra and related authorities holding that pendency of admitted winding-up proceedings or criminal investigations does not bar initiation of IBC proceedings; discretionary bar under Section 434(1)(c) cannot prevail over NCLT jurisdiction where IBC parameters are met.

Interpretation and reasoning: The Court accepted submissions that pending investigations (including SFIO) and alleged diversion of funds do not preclude transfer or revival under IBC; NCLT's broader remedial powers are suitable to address alleged misconduct and to invoke avoidance provisions. Criminal/ regulatory processes are not a ground to deny transfer when preservation and collective creditor remedies under the IBC are available.

Ratio vs. Obiter: Ratio - pendency of criminal/regulatory investigations is not a bar to transfer and to initiation/revival under IBC where statutory parameters are satisfied. Obiter - procedural interplay between investigative agencies and insolvency proceedings (fact-specific management of cooperation).

Conclusion: Pendency of SFIO/criminal matters does not prevent transfer; parties may seek appropriate reliefs before NCLT, including invocation of avoidance provisions.

Issue 3 - Effect of previously sanctioned scheme of arrangement that later failed

Legal framework: Company Court may have supervised a scheme under Sections 391-393 (1956 Act), but failure of implementation may lead to setting aside, appointment of liquidator and filing of claims under liquidation; Section 434(1)(c) governs transfer of pending winding-up proceedings.

Precedent treatment: Courts have recognised that a sanctioned scheme's failure does not automatically render proceedings irreversible; the decisive question remains whether irreversible steps have occurred.

Interpretation and reasoning: The Court recited that a scheme had been sanctioned but became unworkable due to non-infusion of funds, unresolved statutory dues and incarceration of propounders. The Court held that failure of the scheme and appointment of the Official Liquidator did not equate to irreversible disposition of assets; hence those circumstances did not preclude transfer. The contrast with Deutsche Trustee (where factual stage was advanced and applicant did not press transfer) was highlighted and that decision was distinguished on facts.

Ratio vs. Obiter: Ratio - failure of a previously sanctioned scheme and subsequent appointment of a liquidator do not, by themselves, preclude transfer if no irreversible steps have been taken. Obiter - detailed factual findings about non-payment of supervisor's fees and inability to implement the scheme (contextual, fact-specific).

Conclusion: The prior scheme's failure does not defeat transfer in the absence of irreversible actions; transfer allowed.

Issue 4 - Exercise of discretionary jurisdiction under Section 434(1)(c) in the interests of creditors and preservation of assets

Legal framework: Section 434(1)(c) confers discretion to transfer pending winding-up proceedings to the Tribunal; IBC's objects include timely resolution, preservation of assets and maximization of value.

Precedent treatment: Followed authorities emphasising that parallel proceedings defeat IBC objectives, and that transfer should be allowed to avoid fragmentation of remedies and to enable the IBC's time-bound, creditor-driven process.

Interpretation and reasoning: The Court weighed the large number of small investors (over 1,250 claimants), the public interest in resolution, the absence of irreversible acts, and the Official Liquidator's concurrence that transfer was viable. The Court found that NCLT's specialised powers and the IBC's avoidance and revival mechanisms better serve stakeholder interests and asset maximization. The discretionary jurisdiction was exercised to transfer accordingly.

Ratio vs. Obiter: Ratio - where transfer would further the objectives of the IBC, preserve assets and benefit a large class of creditors, the Company Court should exercise its discretion under Section 434(1)(c) to transfer pending winding-up proceedings to the NCLT, absent irreversible steps. Obiter - comments on speed and efficiency of NCLT proceedings.

Conclusion: Discretion exercised in favour of transfer to NCLT to enable IBC remedies and collective resolution for creditors.

Overall Disposition

The Court allowed the transfer application, holding that (i) no irreversible steps (such as sales of assets) had occurred despite appointment of the Official Liquidator; (ii) pendency of criminal/regulatory investigations did not bar transfer or IBC proceedings; (iii) failure of a sanctioned scheme did not preclude transfer; and (iv) transfer to NCLT was appropriate to enable creditor-driven, time-bound resolution under the IBC and to maximize value for stakeholders. The petition was transferred to the NCLT and parties were permitted to take further steps in accordance with law.

Issues: (i) whether the company petition under Sections 397 and 398 of the Companies Act, 1956 was maintainable in view of Section 399; (ii) whether the Tribunal had jurisdiction to decide the validity of the gift deed and the connected transfer of shares; (iii) whether the appellant established oppression and mismanagement, including the invalidity of the gift deed, share transfer forms, and board meetings.

Issue (i): whether the company petition under Sections 397 and 398 of the Companies Act, 1956 was maintainable in view of Section 399

Analysis: The petition was held maintainable by the Tribunal on the pleaded facts and material on record. The complaint rested on alleged fraud, coercion, and fabrication of documents affecting the appellant's status in the company. The Court concurred with that reasoning and treated the challenge under Section 399 as not defeating the petition in the circumstances.

Conclusion: The company petition was maintainable and this issue was answered in favour of the appellant.

Issue (ii): whether the Tribunal had jurisdiction to decide the validity of the gift deed and the connected transfer of shares

Analysis: Proceedings for oppression and mismanagement confer wide powers on the Tribunal to adjudicate matters that are incidental or integral to the complaint and to mould effective relief. The validity of the gift deed and the ensuing share transfer was central to the dispute, and there was no separate statutory bar excluding such determination in these proceedings.

Conclusion: The Tribunal had jurisdiction to decide the validity of the gift deed and the share transfer, and the contrary view was rejected.

Issue (iii): whether the appellant established oppression and mismanagement, including the invalidity of the gift deed, share transfer forms, and board meetings

Analysis: The gift deed was found inconsistent with the company's articles and the surrounding circumstances made the transfer suspect. The share transfer forms showed expiry-related defects, overwriting, and date mismatches. The board meetings of 15.12.2010 and 17.12.2010 were invalid for want of proper notice and quorum. Taken together, these acts demonstrated conduct lacking probity and fairness and showed prejudice to the appellant's rights as a shareholder and director.

Conclusion: The appellant established oppression and mismanagement, and the challenged gift deed, share transfer, and board resolutions were not sustainable.

Final Conclusion: The appellate interference with the Tribunal's decision was unwarranted, and the relief granted by the Tribunal stood restored on the merits of the oppression and mismanagement claim.

Ratio Decidendi: In a petition for oppression and mismanagement, the Tribunal may determine issues that are integral to the complaint, including the validity of a transfer instrument and related corporate acts, and may grant wide relief where the impugned conduct is shown to be lacking in probity, fairness, notice, or quorum.

Issues: (i) Whether anticipatory bail could be granted to accused persons in a serious economic offence case despite repeated non-bailable warrants and proclamation proceedings under Section 82 of the Code of Criminal Procedure, 1973; (ii) Whether the restrictive twin conditions under Section 212(6) of the Companies Act, 2013 apply to bail and anticipatory bail in prosecutions for fraud under Section 447 of the Companies Act, 2013.

Issue (i): Whether anticipatory bail could be granted to accused persons in a serious economic offence case despite repeated non-bailable warrants and proclamation proceedings under Section 82 of the Code of Criminal Procedure, 1973.

Analysis: Economic offences were treated as a distinct and grave class of offences affecting the financial health of the country. The accused persons had avoided execution of warrants, had not submitted to the process of the Special Court, and proclamation proceedings had been initiated against several of them. In such circumstances, the extraordinary power of anticipatory bail was not to be exercised as a matter of course, and the conduct of the accused in evading the process of law was material.

Conclusion: Anticipatory bail was not justified on these facts, and the High Court orders granting such relief were liable to be set aside.

Issue (ii): Whether the restrictive twin conditions under Section 212(6) of the Companies Act, 2013 apply to bail and anticipatory bail in prosecutions for fraud under Section 447 of the Companies Act, 2013.

Analysis: Section 212(6) makes offences covered by Section 447 cognizable and imposes mandatory conditions before release on bail or on bond. The Court treated these conditions as binding in anticipatory bail proceedings as well, and found that the impugned orders had been passed without due regard to those statutory restraints.

Conclusion: The twin conditions under Section 212(6) apply and the impugned grants of anticipatory bail were unsustainable for non-compliance with those statutory requirements.

Final Conclusion: The orders granting anticipatory bail were set aside in the connected matters where the accused had evaded process, while the appeals concerning the three cases already noted by the Court were dismissed; the accused were directed to surrender and seek relief afresh in accordance with law.

Ratio Decidendi: In prosecutions for serious economic offences under Section 447 of the Companies Act, 2013, where warrants have remained unexecuted and proclamation proceedings have been initiated, anticipatory bail is an exceptional relief and cannot be granted without applying the mandatory statutory conditions governing bail.

The core legal issues considered in this judgment are:

(i) Whether the Investigation Report submitted by the Serious Fraud Investigation Office (SFIO) under Section 212(12) of the Companies Act, 2013 is admissible in evidence, given the provisions of Section 223(5) read with Section 212(15) of the Companies Act, 2013.

(ii) Whether the 2nd SFIO Report and the Compilation of Documents filed by the Respondent on 07.02.2024 before the National Company Law Tribunal (NCLT) can be considered by the NCLT for deciding MA No.2070 of 2019, in light of the deeming fiction contained in Section 212(15) of the Companies Act, 2013.

(iii) Whether there were sufficient pleadings in the Company Petition/Miscellaneous Application filed by the Respondent concerning the SFIO Report and the Compilation of Documents dated 17.02.2024.

(iv) Whether the impugned order passed by the NCLT is legally sustainable.

2. ISSUE-WISE DETAILED ANALYSIS

The issues are inter-connected and analyzed together:

Relevant Legal Framework and Precedents:

The legal framework involves Sections 212 and 223 of the Companies Act, 2013. Section 212 deals with the investigation into the affairs of a company by the SFIO, while Section 223 pertains to the admissibility of the inspector's report in legal proceedings. Section 212(15) creates a legal fiction by deeming the SFIO report filed with the Special Court for framing charges as a report filed by a police officer under Section 173 of the Code of Criminal Procedure (CrPC). Section 223(5) states that nothing in Section 223 applies to reports under Section 212, implying a different treatment for SFIO reports.

Court's Interpretation and Reasoning:

The Court interpreted that the SFIO Report, although deemed a police report under Section 173 of the CrPC for the purpose of framing charges, is not inadmissible in proceedings under the Companies Act, particularly under Section 212(14A). The Court emphasized that the legal fiction under Section 212(15) should not be extended beyond its context, which is primarily for framing charges, not for excluding the report from other proceedings.

Key Evidence and Findings:

The SFIO Report was central to the proceedings, as it formed the basis for the impleadment of individual entities and the application for interim relief. The Report detailed the investigation into IL&FS and its subsidiaries, highlighting issues such as the role of directors, fund management, and compliance with RBI guidelines.

Application of Law to Facts:

The Court applied the legal principles of statutory interpretation, emphasizing that the legislature is presumed to be aware of existing laws. The Court considered the purpose of the SFIO Report under Section 212(14A), which allows for proceedings based on the report, indicating its admissibility in such contexts.

Treatment of Competing Arguments:

The Appellants argued that the SFIO Report should be inadmissible as it is akin to a police report, which is not legal evidence. They relied on precedents asserting that a police report is merely an opinion. The Respondents contended that the SFIO Report serves broader purposes under the Companies Act and should be admissible for proceedings under Section 212(14A). The Court sided with the Respondents, emphasizing the legislative intent and the specific context of the legal fiction.

Conclusions:

The Court concluded that the SFIO Report and the Compilation of Documents are admissible and can be relied upon by the NCLT for proceedings under Section 212(14A). The interpretation that the report is inadmissible was rejected, as it would render Section 212(14A) meaningless.

3. SIGNIFICANT HOLDINGS

Preserve Verbatim Quotes of Crucial Legal Reasoning:

"The statutory interpretation on legal fiction as noticed above has repeatedly laid down that deeming fiction should not be extended beyond language of the section and must be limited to the context it was introduced."

Core Principles Established:

The judgment established that legal fictions should not be extended beyond their intended purpose. The SFIO Report, while deemed a police report for framing charges, remains admissible in proceedings under Section 212(14A) of the Companies Act.

Final Determinations on Each Issue:

The Court determined that the SFIO Report is admissible in proceedings under Section 212(14A), and the NCLT did not err in considering the report and associated documents. The appeals challenging the admissibility of the SFIO Report and the Compilation of Documents were dismissed.

Issues: (i) Whether the writ petition seeking directions to the Reserve Bank of India to act against an NBFC was maintainable under Article 226; (ii) whether, on the facts placed before the Court, the RBI had failed to exercise its supervisory powers so as to justify directions for intervention, suspension of the Board, and appointment of administrators and auditors.

Issue (i): Whether the writ petition seeking directions to the Reserve Bank of India to act against an NBFC was maintainable under Article 226.

Analysis: Chapter III-B of the Reserve Bank of India Act, 1934 was treated as a complete code governing NBFC supervision, and Section 45Q was applied to give it overriding effect over inconsistent laws. The writ jurisdiction under Article 226 was held to be available where a statutory authority fails to perform a duty or fails to exercise powers vested in it, and the existence of parallel proceedings before the NCLT and NCLAT did not by itself defeat maintainability.

Conclusion: The writ petition was held to be maintainable.

Issue (ii): Whether, on the facts placed before the Court, the RBI had failed to exercise its supervisory powers so as to justify directions for intervention, suspension of the Board, and appointment of administrators and auditors.

Analysis: The material on record, including the RBI's status report, showed alleged breaches relating to leverage ratio, acceptance and conversion of OCDs/CCPS without approval, non-submission of returns, and serious concerns regarding mismanagement and possible diversion of funds. The Court held that such circumstances warranted exercise of supervisory control to prevent further prejudice to investors and stakeholders, and that directions could issue in aid of enforcement of the statutory regime governing NBFCs.

Conclusion: Directions for RBI intervention, suspension of the Board, appointment of an interim committee of administrators, and special audit were justified.

Final Conclusion: The petition succeeded and the Court granted supervisory and protective reliefs to secure the affairs of the NBFC and safeguard stakeholder interests.

Ratio Decidendi: Where a statutory regulator vested with continuous supervisory powers over an NBFC fails to act despite material indicating regulatory breaches and mismanagement, the High Court may invoke Article 226 to compel performance of the statutory duty and issue protective directions consistent with the overriding scheme of the special statute.

Issues: (i) whether notice was to be issued in the three appeals arising from the common order; (ii) whether interim protection was warranted against the functioning of the newly appointed resolution professional; and (iii) whether the authorised representative was to be permitted to seek convening of the committee of creditors for consideration of appointment of a new resolution professional.

Issue (i): whether notice was to be issued in the three appeals arising from the common order.

Analysis: The appeals were directed against the same order and the rival contentions on locus and maintainability were noted for consideration. The respondents were directed to file replies and one additional respondent was impleaded in one of the appeals.

Conclusion: Notice was issued in all the appeals.

Issue (ii): whether interim protection was warranted against the functioning of the newly appointed resolution professional.

Analysis: The order records a challenge to the appointment of the new resolution professional and notes that the issue required consideration pending further hearing.

Conclusion: The newly appointed resolution professional was restrained from taking further steps in pursuance of the impugned order until further directions.

Issue (iii): whether the authorised representative was to be permitted to seek convening of the committee of creditors for consideration of appointment of a new resolution professional.

Analysis: Liberty was granted to the authorised representative to convene a meeting of the committee of creditors and place a decision regarding the new resolution professional before the Tribunal by way of an application supported by affidavit.

Conclusion: Permission was granted to move the required application after obtaining the committee of creditors' decision.

Final Conclusion: The matter was taken up only for notice and interim directions, with the appeals remaining pending for further consideration.

Issues: Whether the petition seeking a writ of mandamus to require the Reserve Bank of India to enquire into the affairs of an NBFC, order a special audit, remove the board, and take protective measures under the Reserve Bank of India Act required immediate final adjudication or only issuance of notice and further consideration.

Analysis: The petition was heard against the backdrop of pending proceedings before the National Company Law Tribunal and the National Company Law Appellate Tribunal concerning the same company and overlapping allegations of mismanagement and financial improprieties. The Court recorded a prima facie concern regarding the manner in which the NBFC's affairs were being conducted, but also noted that the issues required deeper examination and could be answered only after the Reserve Bank of India filed its reply and an updated status report. The Court therefore limited itself to issuing notice and seeking a status report, while expressly clarifying that no opinion was being expressed on the merits, including the pending proceedings before the NCLT and NCLAT.

Outcome: Notice issued and the matter was directed to be listed after filing of an updated status report, with no adjudication on merits.

Issues: Whether the third-party objector's auction deposit remained refundable by the secured creditor.

Analysis: A secured creditor claiming that a third-party deposit was transferred to the Official Liquidator was required to substantiate that claim through verifiable property-wise accounts and remittance records. The affidavits, tabulated details and alleged breakup did not identify or account for the objector's deposit, and no supporting record established that it formed part of the remittance made to the Official Liquidator. The secured creditor's assertion of transfer consequently remained unsubstantiated.

Conclusion: The secured creditor is liable to refund Rs. 57.50 lakh to the third-party objector with interest at 18% per annum from 19.03.2010 until realization; on default, penal interest at 24% per annum is payable from the date of the order until realization.

Issues: Whether the petitioner's declaration as a wilful defaulter could be sustained when the alleged investments in subsidiaries were found to have been made from internal accruals, were already known to the lending banks, the source of funds was not established as borrowed funds, and the proceedings were initiated after an inordinate delay.

Analysis: The Master Circular on wilful defaulters applies only where borrowed funds are diverted or siphoned off, and the identification process must be based on objective facts, consideration of the borrower's reply, and a reasoned decision. The record showed that the lending banks had knowledge of the investments from the outset through audited financial statements, the Flash Report, the lender meetings, and the Final Restructuring Scheme, which itself recorded that the investments were funded from cash surpluses and internal accruals. The forensic audit did not verify the source of those investments, and the show-cause notice was issued nearly eight years after the petitioner had exited the company. The identification and review committees did not adequately address the petitioner's core defence or the relevant pre-existing material, and the finding of diversion or siphoning was unsupported by the scheme's jurisdictional requirements.

Conclusion: The declaration of wilful default was unsustainable in law and was quashed.

Final Conclusion: The impugned order could not stand because the essential ingredients of wilful default under the RBI framework were not established and the decision-making process was vitiated by delay and non-consideration of relevant material.

Ratio Decidendi: A borrower can be declared a wilful defaulter only when diversion or siphoning of borrowed funds is established on objective consideration of all relevant material and a reasoned assessment of the borrower's reply; a decision rendered without such basis is liable to be set aside.

Issues: (i) whether NFRA has overriding disciplinary jurisdiction over ICAI in matters of professional misconduct of chartered accountants covered by the Companies Act, 2013; (ii) whether Section 132 of the Companies Act, 2013 and the NFRA Rules, 2018 could be applied to audits relating to periods prior to NFRA's constitution and commencement; (iii) whether the proceedings were vitiated for want of a separate division and breach of natural justice; (iv) whether branch auditors are bound by the same audit responsibilities and standards as company auditors and whether the Standards on Auditing are mandatory; (v) whether the appellants' conduct amounted to professional misconduct, including breach of the Code of Ethics; and (vi) whether the penalties and debarment were excessive or whether filing of appeal with deposit of ten per cent of penalty triggered automatic stay.

Issue (i): whether NFRA has overriding disciplinary jurisdiction over ICAI in matters of professional misconduct of chartered accountants covered by the Companies Act, 2013

Analysis: The regulatory scheme under the Companies Act, 2013 and the Chartered Accountants Act, 1949 was read as conferring concurrent disciplinary space, but with NFRA having superior and overriding authority in relation to auditors of covered companies. The object of NFRA as an independent oversight body, the non obstante language of Section 132(4), and the bar on other bodies initiating or continuing proceedings once NFRA acts were treated as decisive.

Conclusion: NFRA was held to have overriding disciplinary jurisdiction in the class of matters before it.

Issue (ii): whether Section 132 of the Companies Act, 2013 and the NFRA Rules, 2018 could be applied to audits relating to periods prior to NFRA's constitution and commencement

Analysis: The challenge was treated as one of forum and procedure rather than creation of a new offence. The change brought by Section 132 was viewed as a change in the adjudicatory forum, and the Court relied on the principle that no litigant has a vested right in a particular forum. The amendments were therefore treated as applicable to pending or prior misconduct, especially where the underlying standards were already binding.

Conclusion: Retrospective application was upheld and the objection to jurisdiction for the prior period failed.

Issue (iii): whether the proceedings were vitiated for want of a separate division and breach of natural justice

Analysis: The Tribunal noted that the relevant rule defining a division existed, and any alleged technical defect did not establish prejudice or failure of justice. The appellants had also been offered personal hearing. The absence of a more elaborate internal segregation did not invalidate the proceedings, and procedural objections were not allowed to defeat adjudication on merits.

Conclusion: No violation of natural justice was found on this ground.

Issue (iv): whether branch auditors are bound by the same audit responsibilities and standards as company auditors and whether the Standards on Auditing are mandatory

Analysis: Branch audit was held to be an integral part of the company's overall audit framework, with the branch auditor's report feeding into the company auditor's report. The Tribunal held that the same qualification standards apply, that branch auditors remain responsible for their own work, and that the Standards on Auditing have statutory force under Section 143(9) and (10). Duties such as audit planning, documentation, risk assessment, materiality, evidence gathering, and reporting were held applicable to branch audits as appropriate to the context.

Conclusion: Branch auditors were held bound by the mandatory auditing standards and could not avoid responsibility by characterising their role as limited.

Issue (v): whether the appellants' conduct amounted to professional misconduct, including breach of the Code of Ethics

Analysis: The absence of sufficient contemporaneous documentation, inadequate engagement terms review after change in statutory auditors, and failure to demonstrate compliance with key standards were treated as substantiating professional misconduct. The Tribunal held that the Code of Ethics required an auditor to ascertain compliance with the legal prerequisites for appointment rather than rely only on management assurances, and that the appellants had not discharged that obligation.

Conclusion: The findings of professional misconduct and breach of ethical obligations were affirmed.

Issue (vi): whether the penalties and debarment were excessive or whether filing of appeal with deposit of ten per cent of penalty triggered automatic stay

Analysis: The monetary penalty imposed was at the statutory minimum for individuals, and the one-year debarment was well within the permitted range. The Tribunal held that the punishment was proportionate in view of the seriousness of the lapses. It further held that mere filing of appeal with deposit of ten per cent of penalty did not automatically stay the debarment order, and any stay had to be specifically granted by the appellate forum.

Conclusion: The penalty was held not to be excessive and no automatic stay arose from the appeal and deposit.

Final Conclusion: The impugned orders were sustained in full, the appellants were held liable for professional misconduct, and the appeals were rejected.

Ratio Decidendi: Where a special statutory regulator is empowered to investigate professional misconduct in a defined class of company audits, the governing auditing standards are mandatory, branch auditors cannot disclaim compliance by invoking a limited role, and procedural objections that cause no demonstrated prejudice will not defeat disciplinary action on merits.

Issues: Whether the amounts invested under the share subscription and shareholders arrangements, supplemented by the binding term sheet and crystallised through the consent terms and consent award, constituted financial debt in default so as to sustain an application under Section 7 of the Insolvency and Bankruptcy Code, 2016.

Analysis: The investment was not treated as a mere share purchase. The agreements showed that the funds were raised for the corporate debtor's real estate project, that the supplementary arrangement was for further funding, and that the investors were promised an exit with internal rate of return. The consent terms and award did not create a new independent claim divorced from the underlying transaction; they crystallised liabilities arising from the same commercial arrangement. The inclusive scope of Section 5(8) was applied, particularly the limb covering transactions having the commercial effect of a borrowing. The Court held that the presence of an arbitral consent award did not by itself exclude the claim from the definition of financial debt where the underlying transaction satisfied the statutory ingredients.

Conclusion: The claim was held to be a financial debt and the default under the consent award was sufficient to maintain the Section 7 application.

Ratio Decidendi: A liability arising from funds raised under a commercial investment arrangement, where the transaction has the commercial effect of borrowing and provides for return with time value of money, falls within financial debt even if later crystallised in a consent award.

ISSUES PRESENTED AND CONSIDERED

1. Whether striking off the name of a company under Section 248(1)(c) of the Companies Act, 2013 is sustainable where the company has nil revenue from operations but continues to have recorded assets and liabilities and has complied with statutory filings up to the relevant due date.

2. Whether the Registrar of Companies complied with the requirement under Section 248(6) of the Act to satisfy himself that sufficient provision has been made for realisation of all amounts due to the company and for payment or discharge of its liabilities before striking off the company.

3. Whether restoration of the company's name is just and equitable where the company possesses immovable property and outstanding creditors, despite absence of trading revenue and gaps in later filings.

4. The applicability and treatment of coordinate-bench precedents concerning restoration where companies possess assets (distinguishing cases treating "shell" companies or unlawful activity), and whether such precedents compel restoration in the present facts.

ISSUE-WISE DETAILED ANALYSIS

Issue 1: Validity of striking off where company has nil revenue but recorded assets and liabilities and prior statutory compliance

Legal framework: Striking off under Section 248(1)(c) is permissible for companies failing to carry on business or operation and not complying with statutory requirements; statutory filings and accounts are material indicia of status as a going concern.

Precedent Treatment: Coordinate-bench decisions have restored companies where audited financials demonstrated substantial movable or immovable assets and the company was not a shell or engaged in unlawful business. Conversely, decisions upholding striking off have emphasized continued non-operation, non-filing and absence of assets/creditors.

Interpretation and reasoning: The Tribunal examined audited financial statements showing nil revenue for FY 2016-17 to 2018-19 but noted recorded assets (an immovable property) and liabilities (unsecured creditors of Rs.21 lakhs). The Company had complied with filings up to FY 2016-17 and filings for FY 2017-18 were not yet due as on the strike-off date (08.08.2018). The Tribunal reasoned that absence of operational revenue alone did not establish that the company was not carrying on business or operations where the company maintained substantial assets and liabilities and had not defaulted on all statutory filings as of the strike-off date.

Ratio vs. Obiter: Ratio - nil revenue is not determinative of non-operation where demonstrable assets and liabilities exist and requisite filings were current as of the strike-off date. Obiter - observations on the significance of later-filed financial statements (2017-18, 2018-19) as corroborative but not decisive.

Conclusions: The striking off was not sustainable solely on the basis of nil revenue when the company had recorded assets and liabilities and had not failed mandatory filings that were due as of the strike-off date.

Issue 2: Compliance with Section 248(6) - satisfaction regarding provision for realisation and discharge of liabilities before striking off

Legal framework: Section 248(6) imposes an obligation on the Registrar to satisfy himself that sufficient provision has been made for realisation of all amounts due to the company and for payment or discharge of its liabilities before removal of the company's name.

Precedent Treatment: Decisions have required the Registrar to consider existence of creditors, assets capable of realisation and evidence of steps to discharge liabilities before effecting strike-off. Failure to consider these factors has led to restoration orders where assets and creditors existed.

Interpretation and reasoning: The Tribunal noted submissions that unsecured creditors totalling Rs.21 lakhs were reflected in the balance sheet and that an immovable property was owned by the company. The Registrar's reply relied on nil revenue and absence of income tax returns; it did not demonstrate satisfaction that provisions for realisation/payment had been made. The Tribunal inferred that RoC had not adequately satisfied the Section 248(6) requirement prior to striking off, particularly in light of recorded assets and creditors.

Ratio vs. Obiter: Ratio - Registrar must satisfy himself as required by Section 248(6); absence of such satisfaction where assets/creditors exist renders strike-off vulnerable to being set aside. Obiter - the relevance of income-tax filings as corroborative evidence but not a substitute for a proper Section 248(6) assessment.

Conclusions: The strike-off was defective for failure to demonstrate that the Registrar properly applied the Section 248(6) criterion in the presence of assets and outstanding creditors.

Issue 3: Whether restoration is just and equitable given assets, liabilities and partial compliance

Legal framework: Restoration under Section 421 (appeal context) requires the appellate forum to consider whether it is just and equitable to restore the company's name, taking into account statutory compliance, assets, liabilities and prejudice to creditors or public interest.

Precedent Treatment: Tribunals have restored companies where audited balance sheets evidenced substantial assets and the company was not a sham or engaged in unlawful business; restoration has been refused where the company was a shell or continued to be non-compliant prejudicing creditors or public interest.

Interpretation and reasoning: Applying the precedents, the Tribunal found that the company had complied with filings up to the last due period, possessed an immovable property and had recorded creditor liabilities. The Tribunal distinguished cases treating companies as shells or engaged in unlawful activity, observing that those facts were absent. In balancing interests, the Tribunal regarded restoration as just and equitable subject to conditions (payment of costs, filing of outstanding returns with fees, and reservation of RoC's right to take punitive steps for non-filing), thereby protecting creditors and RoC's enforcement powers.

Ratio vs. Obiter: Ratio - restoration is appropriate where company demonstrably possesses assets and liabilities and is not a shell; such restoration may be conditioned to protect creditor and regulatory interests. Obiter - the quantum of costs and specific procedural conditions applied in this instance are discretionary adjuncts rather than binding principles.

Conclusions: Restoration was justified on grounds of assets and liabilities and prior compliance; conditional restoration (costs, filing obligations, RoC's prosecutorial rights preserved) was ordered to balance interests.

Issue 4: Application and treatment of coordinate-bench precedents concerning restoration where assets exist; distinction from cases of shell companies or unlawful activity

Legal framework: Tribunal decisions of coordinate benches constitute persuasive guidance; factors such as existence of assets, auditors' reports, and nature of business activity determine applicability.

Precedent Treatment: The Tribunal followed coordinate-bench judgments where restoration was granted on evidence of substantial assets (movable/immovable) and where companies were not shell entities. It distinguished those precedents relied upon by the Registrar and earlier orders where restoration was denied because companies were inactive, had no assets/creditors or were implicated in unlawful activity.

Interpretation and reasoning: The Tribunal held that the present facts aligned with precedent restoring companies with assets and liabilities; it rejected the Registrar's reliance on precedents upholding strike-off where absence of assets or evidence of operation prevailed. The Tribunal emphasized factual differentiation - especially ownership of immovable property and recorded creditors - as the basis for following the restorative line of decisions.

Ratio vs. Obiter: Ratio - coordinate-bench precedents favoring restoration on an assets-and-liabilities basis are applicable where factual parity exists; factual distinctions may justify different outcomes. Obiter - the broader policy concerns about striking off dormant companies to maintain register integrity, while relevant, do not override case-specific demonstration of assets/creditors.

Conclusions: Coordinate-bench precedents supporting restoration were followed as factually analogous; precedents treating shell or unlawful companies were distinguished on the facts, supporting the order to restore subject to protective conditions.

Final operative conclusion (cross-referenced to Issues 1-4)

The Tribunal set aside the impugned order cancelling the company's name, concluding that nil revenue alone did not justify strike-off where the company had recorded assets and liabilities and had complied with statutory filings up to the relevant due date; the Registrar had not demonstrated satisfaction of the Section 248(6) requirement; restoration was therefore just and equitable, subject to conditioned compliance (payment of costs, filing of outstanding returns with fees) and without prejudice to RoC's rights to initiate further action for statutory non-compliance.

Issues: (i) Whether the complaint and prosecution were vitiated for want of authorization under Section 212(6) of the Companies Act, 2013. (ii) Whether the complaint under Section 447 of the Companies Act, 2013 was barred as an impermissible ex post facto application of penal law, or otherwise liable to be quashed in exercise of inherent jurisdiction under Section 482 of the Code of Criminal Procedure, 1973.

Issue (i): Whether the complaint and prosecution were vitiated for want of authorization under Section 212(6) of the Companies Act, 2013.

Analysis: The complaint followed an inspection and report process undertaken by the Central Government through the inspecting officer under Sections 206 and 208 of the Companies Act, 2013. The Central Government thereafter directed the Registrar of Companies to file prosecution. On that basis, the authorization contemplated by Section 212(6) was treated as having been validly granted, and the prosecution was not regarded as unauthorized.

Conclusion: The challenge based on absence of authorization failed and was decided against the petitioner.

Issue (ii): Whether the complaint under Section 447 of the Companies Act, 2013 was barred as an impermissible ex post facto application of penal law, or otherwise liable to be quashed in exercise of inherent jurisdiction under Section 482 of the Code of Criminal Procedure, 1973.

Analysis: The alleged diversion of funds was viewed as a continuing and recurring course of conduct extending into the period when the Companies Act, 2013 was in force. The Court found that the alleged fraud was not confined to an earlier statutory regime and that the material disclosed a prima facie case requiring trial. The Court also held that the narrow parameters for quashing were not satisfied on the facts.

Conclusion: The plea of ex post facto application failed, and the petition for quashing was rejected.

Final Conclusion: The criminal proceedings were permitted to continue, and the trial court was left free to decide the case on its own merits without being influenced by the observations in this order.

Ratio Decidendi: Where inspection and report proceedings under the Companies Act, 2013 culminate in a Central Government direction to prosecute, authorization under Section 212(6) is satisfied, and a continuing fraudulent course of conduct extending into the 2013 regime may be prosecuted under Section 447 without attracting the bar against ex post facto penal application.