Powers of the Inspector & Report - Inspection & Investigation, Company Law B Com Notes | EduRev

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B Com : Powers of the Inspector & Report - Inspection & Investigation, Company Law B Com Notes | EduRev

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Power Of In Specter to Conduct Investigation Into Affairs Of Related Companies, Etc. [Section 219]

Section 219 of the Act provides for power of Inspector to conduct investigation into affairs of related companies, etc. as under:

(a) Investigation into affairs of related companies: If an Inspector appointed under section 210 or section 212 or section 213 to investigate into the affairs of a company considers it necessary for the purposes of the investigation, can also investigate the affairs of:

  1. Any other body corporate which is, or has at any relevant time been the company’s subsidiary company or holding company, or a subsidiary company of its holding company.
  2. Any other body corporate which is, or has at any relevant time been managed by any person as managing director or as manager, who is, or was, at the relevant time, the managing director or the manager of the company.
  3. Any other body corporate whose Board of Directors comprises nominees of the company or is accustomed to act in accordance with the directions or instructions of the company or any of its directors, or
  4. Any person who is or has at any relevant time been the company’s managing director or manager or employee.

(b) Report of Inspector: The Inspector shall, subject to the prior approval of the Central Government, investigate into and report on the affairs of the other body corporate or of the managing director or manager, in so far as he considers that the results of his investigation are relevant to the investigation of the affairs of the company for which he is appointed.

Seizure of documents by inspector [section 220]

Section 220 of the Act provides for seizure of documents by Inspector as under:

(a) Seizure of books and papers [Sub section (1)]: Where in the course of an investigation under this Chapter, the Inspector has reasonable grounds to believe that the books and papers of, or relating to, any company or other body corporate or managing director or manager of such company are likely to be destroyed, mutilated, altered, falsified or secreted, the Inspector may:

  1. Enter, with such assistance as may be required, the place or places where such books and papers are kept in such manner as may be required, and
  2. Seize books and papers as he considers necessary after allowing the company to take copies of, or extracts from, such books and papers at its cost for the purposes of his investigation.

(b) Time period for keeping books and papers [Sub section (2)]: The Inspector shall keep in his custody the books and papers seized under this section for such a period not later than the conclusion of the investigation as he considers necessary and thereafter shall return the same to the company or the other body corporate, or, as the case may be, to the managing director or the manager or any other person from whose custody or power they were seized.

(c) Extracts of books and papers: The Inspector may, before returning such books and papers as aforesaid, take copies of, or extracts from them or place identification marks on them or any part thereof or deal with the same in such manner as he considers necessary.

(d) Application of provisions of Cr.P.C: The provisions of the Code of Criminal Procedure, 1973, relating to searches or seizures shall apply 'mutatis mutandis' to every search or seizure made under this section.

Freezing Of Assets of Company on Inquiry and Investigation [Section 221]

(a) Where it appears to the Tribunal, on a reference made to it by the Central Government or in connection with any inquiry or investigation into the affairs of a company under this Chapter or on any complaint made by such number of members as specified under sub section (1) of section 244 or a creditor having one lakh amount outstanding against the company or any other person having a reasonable ground to believe that the removal, transfer or disposal of funds, assets, properties of the company is likely to take place in a manner that is prejudicial to the interests of the company or its shareholders or creditors or in public interest, it may by order direct that such transfer, removal or disposal shall not take place during such period not exceeding three years as may be specified in the order or may take place subject to such conditions and restrictions as the Tribunal may deem fit.

(b) In case of any removal, transfer or disposal of funds, assets, or properties of the company in contravention of the order of the Tribunal under sub-section (1), the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.

Imposition of Restrictions upon Securities [Section 222]

(a) Where it appears to the Tribunal, in connection with any investigation under section 216 or on a complaint made by any person in this behalf, that there is good reason to find out the relevant facts about any securities issued or to be issued by a company and the Tribunal is of the opinion that such facts cannot be found out unless certain restrictions, as it may deem fit, are imposed, the Tribunal may, by order, direct that the securities shall be subject to such restrictions as it may deem fit for such period not exceeding three years as may be specified in the order.

(b) Where securities in any company are issued or transferred or acted upon in contravention of an order of the Tribunal under point (a), the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees, or with both.

Inspector’s Report [Section 223]

Section 223 of the Act lays down the following provisions in respect of the Inspector’s report on investigation conducted under the Chapter XIV:

(a) Submission of interim report and final report [Sub section (1)]: An Inspector appointed under the Chapter (Chapter XIV- Inspection, Inquiry and Investigation) may, and if so directed by the Central Government shall, submit interim reports to that Government, and on the conclusion of the investigation, shall submit a final report to the Central Government.

(b) Report to be in writing or printed [Sub section (2)]: Every report made under sub section (1) above, shall be in writing or printed as the Central Government may direct.

(c) Obtaining copy of report [Sub section (3)]: A copy of the above report may be obtained by making an application in this regard to the Central Government.

(d) Authentication of report [Sub section (4)]: The report of any Inspector appointed under this Chapter shall be authenticated either:

  1. By the seal, if any, of the company whose affairs have been investigated; or
  2. By a certificate of a public officer having the custody of the report, as provided under section 76 of the Indian Evidence Act, 1872, and such report shall be admissible in any legal proceeding as evidence in relation to any matter contained in the report.

(e) Exceptions [Sub section (5)]: Nothing in this section shall apply to the report referred to in section 212 of the Companies Act, 2013.

Actions To Be Taken In Pursuance Of Inspector’s Report [Section 224]

Section 224 of the Act provides the following provisions in respect of the actions to be taken in pursuance of Inspector’s report:

(a) If, from an Inspector’s report, made under section 223, it appears to the Central Government that any person has, in relation to the company or in relation to any other body corporate or other person whose affairs have been investigated under this Chapter been guilty of any offence for which he is criminally liable, the Central Government may prosecute such person for the offence and it shall be the duty of all officers and other employees of the company or body corporate to give the Central Government the necessary assistance in connection with the prosecution [Sub section (1)].

(b) As per sub-section (3), if from any such report as aforesaid, it appears to the Central Government that proceedings ought, in the public interest, to be brought by the company or anybody corporate whose affairs have been investigated under this Chapter:

  1. For the recovery of damages in respect of any fraud, misfeasance or other misconduct in connection with the promotion or formation, or the management of the affairs, of such company or body corporate, or
  2. For the recovery of any property of such company or body corporate which has been misapplied or wrongfully retained, the Central Government may itself bring proceedings for winding up in the name of such company or body corporate.

(c) The Central Government, shall be indemnified by such company or body corporate against any costs or expenses incurred by it in, or in connection with, any proceedings brought by virtue of sub-section (3) [Sub section (4)].

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