Section 372 CAMA 2020

Section 372 Companies and Allied Matters Act is about Power to impose restrictions on shares,etc. It is under Chapter 13 (Protection of minority against illegal and oppressive conduct action by or against the company) of the Act.

(1) Where, in connection with an investigation under section 369or 371, it appears to the Commission that there is difficulty in finding out therelevant facts about any share (whether issued or to be issued), and that thedifficulty 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 Commissionmay in writing direct that the shares shall, until further notice, be subject to the restrictions imposed by this section.

(2) If 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 issue thereof, is void ;

(b) no voting rights are 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 shares ; and

(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 thereto, any person aggrieved thereby may appeal to the Court, and the Court may, if it deems fit, direct that the shares shall cease to be subject to the said restrictions.

(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 subsection (2) (c) and (d), 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 shares which,to his knowledge, are for the time being subject to restrictions under this section,

(b) votes in respect of such shares, whether as holder or proxy, or appoints a proxy to vote in respect thereof, or

(c) being the holder of such shares, fails to notify that they are subject to the said restrictions, commits an offence and is liable to a penalty as the Commission shall specify in its regulations.

(6) Where shares in any company are issued in contravention of the said restrictions, the company and each officer of the company who are in default commits an offence and is liable to a penalty as the Commission shall specify in its regulations.

(7) A prosecution shall not be instituted under this section except by or with the consent of the Attorney-General of the Federation.

(8) This section applies in relation to debentures as it applies in relation to shares.