Inspection, Inquiry and Investigation
1. Where on a scrutiny of any document filed by a company or on any information received by him, the Registrar is of the opinion that any further information or explanation or any further documents relating to the company is necessary, he may by a written notice require the company—
a. to furnish in writing such information or explanation; or
b. to produce such documents, within such reasonable time, as may be specified in the notice.
2. On the receipt of a notice under sub-section (1 ), it shall be the duty of the company and of its officers concerned to furnish such information or explanation to the best of their knowledge and power and to produce the documents to the Registrar within the time specified or extended by the Registrar:
Provided that: where such information or explanation relates to any past period, the officers who had been in the employment of the company for such period, if so called upon by the Registrar through a notice served on them in writing, shall also furnish such information or explanation to the best of their knowledge.
3. If no information or explanation is furnished to the Registrar within the time specified under sub-section (1 ) or if the Registrar on an examination of the documents furnished is of the opinion that the information or explanation furnished is inadequate or if the Registrar is satisfied on a scrutiny of the documents furnished that an unsatisfactory state of affairs exists in the company and does not disclose a full and fair statement of the information required, he may, by another written notice, call on the company to produce for his inspection such further books of account, books, papers and explanations as he may require at such place and at such time as he may specify in the notice:
Provided that: before any notice is served under this sub-section, the Registrar shall record his reasons in writing for issuing such notice.
4. If the Registrar is satisfied on the basis of information available with or furnished to him or on a representation made to him by any person that the business of a company is being carried on for a fraudulent or unlawful purpose or not in compliance with the provisions of this Act or if the grievances of investors are not being addressed, the Registrar may, after informing the company of the allegations made against it by a written order, call on the company to furnish in writing any information or explanation on matters specified in the order within such time as he may specify therein and carry out such inquiry as he deems fit after providing the company a reasonable opportunity of being heard:
Provided that: the Central Government may, if it is satisfied that the circumstances so warrant, direct the Registrar or an inspector appointed by it for the purpose to carry out the inquiry under this sub-section:
Provided further that: where business of a company has been or is being carried on for a fraudulent or unlawful purpose, every officer of the company who is in default shall be punishable for fraud in the manner as provided in section 447.
5. Without prejudice to the foregoing provisions of this section, the Central Government may, if it is satisfied that the circumstances so warrant, direct inspection of books and papers of a company by an inspector appointed by it for the purpose.
6. The Central Government may, having regard to the circumstances by general or special order, authorise any statutory authority to carry out the inspection of books of account of a company or class of companies.
7. If a company fails to furnish any information or explanation or produce any document required under this section, the company and every officer of the company, who is in default shall be punishable with a fine which may extend to one lakh rupees and in the case of a continuing failure, with an additional fine which may extend to five hundred rupees for every day after the first during which the failure continues.
Legal Commentary & Landmark Judgments: Section 206
Section 206 empowers the Registrar of Companies to scrutinize corporate documents, call for information, inspect books of account, and conduct inquiries upon suspicion of fraudulent business affairs.
Default in furnishing information attracts statutory fines and triggers investigation under Section 210.
Section 206 is the initial investigative trigger utilized by the Ministry of Corporate Affairs. When the ROC issues a Section 206(4) show-cause notice alleging fraudulent business conduct, the company must provide comprehensive contemporaneous documentation. Unsatisfactory replies under Section 206 almost invariably culminate in a full-scale corporate investigation under Section 210 or reference to the Serious Fraud Investigation Office (SFIO) under Section 212.