Power of an inspector to investigate affairs of
related
company.
11 & 12 GeO. 6. c. 38,
9. 166,
Production of docu- meats, and evidence, on
investigation. 11 & 12 Geo. 6. c. 38, *. (67.
the creditors of any other person or otherwise for a fraudulent or unlawful purpose or in a manner oppressive of any part of its members or that it was formed for any fraudulent or unlawful purpose: or
(ii) that persons concerned with its formation or the management of its affairs have in connexion therewith been guilty of fraud, misfeasance or other misconduct towards it or towards its members; or
(ii) that its members have not been given all the information with respect to its affairs that they might reasonably expect.
1348. If an inspector appointed under section 134 or section 134A to investigate the affairs of a company thinks it necessary for the purposes of his investigation to investi- gate also the affairs of any other body corporate that is or bas at any relevant time been—
(a) a subsidiary or a holding company of the company, (b) a subsidiary of its holding company,
(c) a holding company of its subsidiary, or
(d) substantially under the control of the same person
as the first-mentioned company.
be shall have power so to do, and shall report on the affairs of the other body corporate so far as he thinks the results of his investigation thereof are relevant to the investigation of the affairs of the first-mentioned company.
135. (1) It shall be 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 by virtue of section 134B to produce to the inspector all books and documents of or relating to the company or, as the case may be, the other body corporate that are in their custody or power, and otherwise to give to the inspector all assist- ance in connexion with the investigation that they are reasonably able to give.
(2) An inspector may examine on oath the officers and agents of the company or other body corporate in relation to its business, and may administer an oath accordingly.
(3) If any officer or agent of the company or other body corporate destroys any book or document that it is his duty to produce to the inspector under this section with intent to avoid or prevent its production, or refuses
7
to produce any such book or document to the inspector, or refuses to answer any question that is put to him by the inspector with respect to the affairs of the company or other body corporate, as the case may be, the inspector may certify the fact under his hand to the court, and the court may thereupon inquire 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 that may be offered in defence, punish the offender in like manner as if he had been guilty of contempt of the court.
(4) If an inspector thinks it necessary for the purpose of his investigation that a person whom he has no power to examine on cath should be so examined, he may apply to the court and the court may if it sees fit order that person to attend and be examined on oath before it on any matter relevant to the investigation, and on any such examination-→ (a) the inspector may take part therein either personal-
ly or by solicitor or counsel;
(b) the court may put such questions to the person
examined as the court thinks fit;
(c) the person examined shall answer all such questions as the court may put or allow to be put to him, but may at his own cost employ a solicitor with or without counsel, who shall be at liberty to put to him such questions as the court may deem just for the purpose of enabling him to explain or qualify any answers given by him:
and notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by, the person examined, and may thereafter be used in evidence against him:
Provided that, notwithstanding anything in paragraph (c), the court may allow the person examined such costs as in its discretion it may think fit, and any costs so allowed shall be paid as part of the expenses of the investigation.
(5) In this section, any reference to officers or to agents shall include past, as well as present, officers or agents, as the case may be, and for the purposes of this section the expression "agents", in relation to a company or other body corporate, shall include the bankers and solicitors of the company or other body corporate and any person employed by the company or other body corporate as auditor, whether any such person is or is not an officer of the company or other body corporate.