• Appointment And Functions Of Inspectors

    • 893. Investigation of a company on its own application or that of its members

      (1) The Registrar may appoint one or more competent inspectors to investigate the affairs of a company and to report the results of their investigations to it.
      (2) The appointment may be made—
      (a) in the case of a company having a share capital, on the application either of not less than 200 members or of members holding not less than one-tenth of the shares issued (excluding any shares held as treasury shares),
      (b) in the case of a company not having a share capital, on the application of not less than one-fifth in number of the persons on the company’s register of members, and
      (c) in any case, on application of the company.
      (3) The application shall be supported by such evidence as the Registrar may require for the purpose of showing that the applicant or applicants have good reason for requiring the investigation.
      (4) The Registrar may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding 10,000 US dollars, or such other sum as it may by specify in rules made under this section, for payment of the costs of the investigation.

    • 894. Other company investigations

      (1) The Registrar shall appoint one or more competent inspectors to investigate the affairs of a company and report the result of their investigations to it, if the Court by order declares that its affairs ought to be so investigated.
      (2) The Registrar may make such an appointment if it appears to it that there are circumstances suggesting—
      (a) that the company’s affairs are being or have been conducted with intent to defraud its creditors or the creditors of any other person, or otherwise for a fraudulent or unlawful purpose, or in a manner which is unfairly prejudicial to some part of its members, or
      (b) that any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial, or that the company was formed for any fraudulent or unlawful purpose, or
      (c) that persons concerned with the company’s formation or the management of its affairs have in connection therewith committed fraud, misfeasance or other misconduct towards it or towards its members, or
      (d) that the company’s members have not been given all the information with respect to its affairs which they might reasonably expect.
      (3) Inspectors may be appointed under subsection (2) on terms that any report they may make is not for publication, and in such a case, the provisions of section 898(3) (availability and publication of inspectors’ reports) do not apply.
      (4) Subsections (1) and (2) are without prejudice to the powers of the Registrar under section 893, and the power conferred by subsection (2) is exercisable with respect to a body corporate notwithstanding that it is in course of being voluntarily wound up.
      (5) The reference in subsection (3) to a company’s members includes any person who is not a member but to whom shares in the company have been transferred or transmitted by operation of law.

    • 895. Inspectors’ powers during investigation

      If inspectors appointed under section 893 or 894 to investigate the affairs of a company think it necessary for the purposes of their investigation to investigate also the affairs of another body corporate which is or at any relevant time has been the company’s subsidiary or holding company, or a subsidiary of its holding company or a holding company of its subsidiary, they have power to do so, and they shall report on the affairs of the other body corporate so far as they think that the results of their investigation of its affairs are relevant to the investigation of the affairs of the company first mentioned above.

    • 896. Production of documents and evidence to inspectors

      (1) When inspectors are appointed under section 893 or 894, it is the duty of all officers and agents of the company, and of all officers and agents of any other body corporate whose affairs are investigated —
      (a) to produce to the inspectors all documents of or relating to the company or, as the case may be, the other body corporate which are in their custody or power,
      (b) to attend before the inspectors when required to do so, and
      (c) otherwise to give the inspectors all assistance in connection with the investigation which they are reasonably able to give.
      (2) If the inspectors consider that an officer or agent of the company or other body corporate, or any other person, is or maybe in possession of information relating to a matter which they believe to be relevant to the investigation, they may require him—
      (a) to produce to them any documents in his custody or power relating to that matter,
      (b) to attend before them, and
      (c) otherwise to give them all assistance in connection with the investigation which he is reasonably able to give,
      and it is that person’s duty to comply with the requirement.
      (3) An inspector may for the purposes of the investigation examine any person on oath, and may administer an oath accordingly.
      (4) In this section a reference to officers or to agents includes past, as well as present, officers or agents (as the case may be), and “agents”, in relation to a company or other body corporate, includes its bankers and solicitors and persons employed by it as auditors, whether these persons are or are not officers of the company or other body corporate.
      (5) An answer given by a person to a question put to him in exercise of powers conferred by this section (whether as it has effect in relation to an investigation under any of sections 893 to 895, or as applied by any other section in this Part) may be used in evidence against him.
      (6) In this section “document” includes information recorded in any form.
      (7) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—
      (a) in hard copy form, or
      (b) in a form from which a hard copy can be readily obtained.
      (8) An inspector may take copies of or extracts from a document produced in pursuance of this section.

    • 897. Obstruction of inspectors treated as contempt of Court

      (1) If any person—
      (a) fails to comply with section 896(1)(a) or 896(1)(c),
      (b) refuses to comply with a requirement under section 896(1)(b) or 896(2), or
      (c) refuses to answer any question put to him by the inspectors for the purposes of the investigation,
      the inspectors may certify that fact in writing to the Court.
      (2) The Court may thereupon enquire into the case, and, after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any statement which may be offered in defence, the Court may punish the offender in like manner as if he had committed contempt of the Court.