Section 226: Voluntary winding up of company, etc., not to stop investigation proceedings

Companies Act • Official Statutory Text & Practice Guide

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Act 2013
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Legal Commentary & Landmark Judgments: Section 226

Section 226 of the Companies Act, 2013 codifies the principle of non-abatement, ensuring that an investigation into the affairs of a company may be initiated or continued notwithstanding voluntary winding up, pending winding-up petitions, or parallel insolvency proceedings.

  • Investigation Unhindered by Voluntary Winding Up: Explicitly provides that an investigation may be ordered or continued even where the company has passed a special resolution for voluntary winding up.
  • Immunity from Abatement in Judicial Liquidation: Guarantees that pending winding-up proceedings before the Tribunal or oppression petitions under Section 241 do not operate as a stay or bar against statutory investigation proceedings.
  • Continuation Through Insolvency and Resolution Processes: Ensures that parallel proceedings under the Insolvency and Bankruptcy Code, 2016 (IBC) do not terminate or derail corporate fraud investigations initiated by regulatory authorities.
Key Landmark Precedents:
  • Radhey Shyam Khemka v. State of Bihar, (1993) 3 SCC 54: The Supreme Court held that the initiation of winding up or insolvency proceedings does not efface corporate crimes or insulate management from statutory investigations; corporate delinquency remains justiciable.
  • Union of India v. Infrastructure Leasing & Financial Services Ltd. (IL&FS), 2018 SCC OnLine NCLAT 617: Held that statutory investigations into fraud by SFIO under Chapter XIV proceed unhindered by parallel insolvency, winding up, or restructuring petitions under IBC or Companies Act.
  • Nitin Jain Liquidator of PSL Ltd. v. Enforcement Directorate, 2021 SCC OnLine Del 5281: Affirmed that while asset realization in liquidation follows the statutory waterfall, regulatory and criminal investigations against ex-promoters and directors continue uninterrupted.
Courtroom Practice & Strategic Litigation Guidance:

When a company enters CIRP or liquidation under the IBC, ex-directors often attempt to argue that the Section 14 moratorium halts pending investigations under Chapter XIV. Rebut this contention by citing Section 226 and settled NCLAT precedent: the IBC moratorium covers civil recovery claims and debt enforcement against corporate assets, but has no application to statutory investigations into corporate fraud, which proceed against officers without procedural impediment.