213. Investigation into company’s affairs in other cases
The Tribunal may,—
(a) on an application made by—
(i) not less than one hundred members or members holding not less than
one-tenth of the total voting power, in the case of a company having a share
capital; or
(ii) not less than one-fifth of the persons on the company’s register of
members, in the case of a company having no share capital,
and supported by such evidence as may be necessary for the purpose of showing that the
applicants have good reasons for seeking an order for conducting an investigation into the
affairs of the company; or
(b) on an application made to it by any other person or otherwise, if it is satisfied
that there are circumstances suggesting that—
(i) the business of the company is being conducted with intent to defraud
its creditors, members or any other person or otherwise for a fraudulent or
unlawful purpose, or in a manner oppressive to any of its members or that the
company was formed for any fraudulent or unlawful purpose;
(ii) persons concerned in the formation of the company or the management
of its affairs have in connection therewith been guilty of fraud, misfeasance or
other misconduct towards the company or towards any of its members; or
(iii) the members of the company have not been given all the information
with respect to its affairs which they might reasonably expect, including
information relating to the calculation of the commission payable to a managing
or other director, or the manager, of the company,
order, after giving a reasonable opportunity of being heard to the parties concerned, that the
affairs of the company ought to be investigated by an inspector or inspectors appointed by
the Central Government and where such an order is passed, the Central Government shall
appoint one or more competent persons as inspectors to investigate into the affairs of the
company in respect of such matters and to report thereupon to it in such manner as the
Central Government may direct:
Provided that if after investigation it is proved that—
(i) the business of the company is being conducted with intent to defraud its
creditors, members or any other persons or otherwise for a fraudulent or unlawful
purpose, or that the company was formed for any fraudulent or unlawful purpose; or
(ii) any person concerned in the formation of the company or the management of
its affairs have in connection therewith been guilty of fraud,
then, every officer of the company who is in default and the person or persons concerned in
the formation of the company or the management of its affairs shall be punishable for fraud
in the manner as provided in section 447.