Section 214: Security for payment of costs and expenses of investigation

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
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Legal Commentary & Landmark Judgments: Section 214

Section 214 of the Companies Act, 2013 empowers the Central Government to require applicants seeking an investigation under Section 213 to furnish security for payment of investigation costs, imposing financial safeguards to deter frivolous, vexatious, or predatory shareholder petitions.

  • Discretionary Requirement of Cost Security: Empowers the Central Government to demand that applicants under Section 213(b) deposit security for the anticipated costs and expenses of the investigation prior to issuing an investigation order.
  • Prescribed Statutory Ceiling: Limits the required security deposit to prescribed statutory scales (graded up to two lakh rupees under Rule 5 of the Companies Rules based on corporate turnover), preventing prohibitive barriers for bona fide applicants.
  • Refund Contingent on Investigative Findings: Provides for the complete refund of the deposited security if the investigation results in the prosecution of delinquent officers or sustains the substantive allegations of fraud and mismanagement.
Key Landmark Precedents:
  • Rohtas Industries Ltd. v. S.D. Agarwal, (1969) 1 SCC 325: The Supreme Court highlighted that statutory requirements of security for costs under investigation provisions serve as a vital safeguard against malicious or frivolous petitions designed to blackmail corporate management or depress share value.
  • M.M.T.C. Ltd. v. Indo-French Biotech Enterprises Ltd., (2000) 100 Comp Cas 493 (CLB): Held that requiring security for costs under corporate investigation mechanisms guarantees that state regulatory machinery is not weaponized by hostile shareholders for private commercial vendettas.
  • New Central Jute Mills Co. Ltd. v. Deputy Secretary, Ministry of Finance, AIR 1966 Cal 151: Affirmed that statutory conditions precedent, including security for expenses, ensure that only credible and prima facie substantiated applications for corporate investigation trigger governmental intervention.
Courtroom Practice & Strategic Litigation Guidance:

When representing minority shareholders applying for an investigation under Section 213, tender the prescribed security deposit upfront alongside the formal application in Form GNL-1 to prove bona fides and eliminate procedural delays. Conversely, when defending a company against hostile shareholder petitions, plead non-compliance with Section 214 security mandates and highlight the applicant's lack of financial stake to persuade the Central Government to reject the requisition as vexatious.