1. Where an order has been made for the winding up of a company by the Tribunal, and the Company Liquidator has made a report to the Tribunal under this Act, stating that in his opinion a fraud has been committed by any person in the promotion, formation, business or conduct of affairs of the company since its formation, the Tribunal may, after considering the report, direct that such person or officer shall attend before the Tribunal on a day appointed by it for that purpose, and be examined as to the promotion or formation or the conduct of the business of the company or as to his conduct and dealings as an officer thereof.
2. The Company Liquidator shall take part in the examination, and for that purpose he or it may, if specially authorised by the Tribunal in that behalf, employ such legal assistance as may be sanctioned by the Tribunal.
3. The person shall be examined on oath and shall answer all such questions as the Tribunal may put, or allow to be put, to him.
4. A person ordered to be examined under this section—
a. shall, before his examination, be furnished at his own cost with a copy of the report of the Company Liquidator; and
b. may at his own cost employ chartered accountants or company secretaries or cost accountants or legal practitioners entitled to appear before the Tribunal under section 432, who shall be at liberty to put to him such questions as the Tribunal may consider just for the purpose of enabling him to explain or qualify any answers given by him.
5. If any such person applies to the Tribunal to be exculpated from any charges made or suggested against him, it shall be the duty of the Company Liquidator to appear on the hearing of such application and call the attention of the Tribunal to any matters which appear to the Company Liquidator to be relevant.
6. If the Tribunal, after considering any evidence given or hearing witnesses called by the Company Liquidator, allows the application made under sub-section (5 ), the Tribunal may order payment to the applicant of such costs as it may think fit.
7. Notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by, the person examined, a copy be supplied to him and may thereafter be used in evidence against him, and shall be open to inspection by any creditor or contributory at all reasonable times.
8. The Tribunal may, if it thinks fit, adjourn the examination from time to time.
9. An examination under this section may, if the Tribunal so directs, be held before any person or authority authorised by the Tribunal.
10. The powers of the Tribunal under this section as to the conduct of the examination, but not as to costs, may be exercised by the person or authority before whom the examination is held in pursuance of sub-section (9 ).
Legal Commentary & Landmark Judgments: Section 300
Section 300 of the Companies Act, 2013 confers wide inquisitorial jurisdiction upon the Tribunal to order the public or private examination of promoters, directors, and officers of a company ordered to be wound up, where the Company Liquidator submits a report alleging corporate fraud, misfeasance, or breach of trust in the promotion, formation, or management of the company.
In NCLT winding-up proceedings, counsel representing examined directors must inspect the liquidator's report immediately upon service. Object to any examination if the report fails to attribute specific fraudulent transactions to the client, citing Ex parte Barnes. If examination proceeds, request leave under Section 300(4) for advocate representation to cross-examine and clarify depositions, and if the client is cleared, file a formal application under Section 300(5) for complete exculpation and costs against the liquidator's estate.