Section 247 – The Companies Act,1956

The Companies Act, 1956

247. Investigation of ownership of company.

(1) Where it appears to the Central Government that there is good reason so to do it may appoint one or more inspectors to investigate and report on the membership of any company and other matters relating to the company, for the purpose of determining the true persons

(a)who are or have been financially interested in the success or failure, whether real or apparent, of the company; or

(b)who are or have been able to control or materially to influence the policy of the company.

1[(1A) Without prejudice to its powers under this section, the Central Government shall appoint one or more inspectors under sub-section (1), if the 2[Tribunal] in the course of any proceedings before it, declares by an order that the affairs of the company ought to be investigated as regards the membership of the company and other matters relating to the company, for the purposes of determining the true persons

(a)who are or have been financially interested in the success or failure, whether real or apparent, of the company; or

(b)who are or have been able to control or materially to influence the policy of the company.]

(2) When appointing an inspector under sub-section (1), the Central Government may define the scope of his investigation, whether as respects the matters or the period to which it is to extend or otherwise, and in particular, may limit the investigation to matters connected with particular shares or debentures.

(3) Subject to the terms of an inspector’s appointment, his powers shall extend to the investigation of any circumstances suggesting the existence of any arrangement or understanding which, though not legally binding, is or was observed or is likely to be observed in practice and which is relevant to the purposes of his investigation.

3[***]

(5) For the purposes of any investigation under this section, sections 239, 240 and 241 shall apply with the necessary modifications of references to the affairs of the company or to those of any other body corporate 4[***]:

Provided that the said sections shall apply in relation to all persons (including persons concerned only on behalf of others) who are or have been, or whom the inspector has reasonable cause to believe to be or to have been,

(i)financially interested in the success or failure, or the apparent success or failure, of the company, or of any other body corporate,1[***] whose membership or constitution is investigated with that of the company; or

(ii)able to control or materially to influence the policy of such company body corporate, 5[***];

as they apply in relation to 6[officers and other employees and agents] of the company, of the other body corporate, 7[***] as the case may be:

Provided further that the Central Government shall not be bound to furnish the company or any other person with a copy of any report by an inspector appointed under this section or with a complete copy thereof, if it is of opinion that there is good reason for not divulging the contents of the report or of parts thereof; but in such a case, the Central Government shall cause to be kept by the Registrar a copy of any such report, or as the case may be, of the parts thereof, as respects which it is not of that opinion.

(6) The expenses of any investigation under this section shall be defrayed by the Central Government out of moneys provided by Parliament, unless the Central Government directs that the expenses or any part thereof should be paid by the persons on whose application the investigation was ordered.

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1. Ins. by Act 31 of 1988, sec. 41 (w.e.f. 31-5-1991).

2. Subs. by Act 11 of 2003, sec. 33, for “Company Law Board”.

3. Sub-section (4) omitted by Act 53 of 2000, sec. 123 (w.e.f. 13-12-2000).

4. The words “or of any managing agent, secretaries and treasurers, or associate” omitted by Act 53 of 2000, sec. 123 (w.e.f. 13-12-2000).

5. The words “managing agent, secretaries and treasurers or associate,” omitted by Act 53 of 2000, sec. 123 (w.e.f. 13-12-2000).

6. Subs. by Act 65 of 1960, sec. 79, for “officers and agents” (w.e.f. 28-12-1960).

7. The words “or of the managing agent, secretaries, treasurers or associate” omitted by Act 53 of 2000, sec. 123 (w.e.f. 13-12-2000).

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