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2022 (1) TMI 134 - HC - Companies LawInvestigation into the affairs of the appellant company - Section 212(1)(a) and (c) of the Companies Act, 2013 - complaints from the investors and continuous reporting in press and visual media about the fraudulent activities of the appellant company - Inquiry was ordered under Section 206 of the Companies Act by the Registrar of Companies - no opportunity of hearing as required under Section 206(4) of the Companies Act was granted to the appellant company - Central Government has formed any opinion or not, keeping in view Section 210 of the Companies Act for directing investigation into the affairs of the appellant company - principles of natural justice. Opportunity of hearing - principles of natural justice - HELD THAT:- Keeping in view the larger public interest, the Inquiry was not conducted by the Registrar of Companies under Section 206(4) of the Companies Act. Proviso to subsection (4) of Section 206 of the Companies Act dispenses with other requirements of sub-section (4) of Section 206 of the Companies Act. The Inquiry under Section 206 of the Companies Act by the Registrar of Companies and the investigation under Section 212 of the Companies Act by the Serious Fraud Investigation Office (SFIO) operate in different fields and the information gathered by the Registrar of Companies under Section 206 of the Companies Act can be used as a tool for further investigation and an investigation under Section 212 of the Companies Act is in public interest and therefore, the first ground argued by the learned counsel for the appellant company is of no help to the appellant company. In the considered opinion of this Court, for ordering an investigation and further action by the SFIO under Section 212 of the Companies Act, the requirement of obtaining a report of the Registrar of Companies is not at all warranted. The matter is only at the stage of investigation and otherwise also the appellant company has not been able to point out the prejudice caused to the appellant company in the matter. The respondents have adopted a transparent process. They have given an opportunity of hearing to the appellant company right from initial stages and the respondents are under obligation to follow the procedure prescribed under Section 212 of the Companies Act and the Companies Act is a complete code in itself. Appeal dismissed.
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