Chapter XIV - Inspection, Inquiry and Investigation
Section 210
Section 210: investigation into affairs of company
Section 210 gives the Central Government power to order an investigation into a company’s affairs, and makes an investigation mandatory where a court or the Tribunal orders, in proceedings before it, that the affairs ought to be investigated.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) Where the Central Government is of the opinion, that it is necessary to investigate into the affairs of a company,—(a) on the receipt of a report of the Registrar or inspector under section 208; (b) on intimation of a special resolution passed by a company that the affairs of the company ought to be investigated; or (c) in public interest, it may order an investigation into the affairs of the company. (2) Where an order is passed by a court or the Tribunal in any proceedings before it that the affairs of a company ought to be investigated, the Central Government shall order an investigation into the affairs of that company. (3) For the purposes of this section, the Central Government may appoint one or more persons as inspectors to investigate into the affairs of the company and to report thereon in such manner as the Central Government may direct.
Introduction
The discretionary grounds are a Registrar’s or inspector’s report under section 208, intimation of a special resolution passed by the company that its affairs ought to be investigated, and public interest. The Central Government may appoint one or more persons as inspectors to investigate and report as it directs.
Section 210 commenced on 1 April 2014 under S.O. 902(E); the India Code consolidated text shows no amendment.
Key takeaways
Three grounds
A section 208 report, a special resolution intimated by the company, or public interest.
Mandatory on court order
If a court or the Tribunal orders that the affairs ought to be investigated, the Central Government must order an investigation.
Inspectors
One or more inspectors may be appointed to investigate and report as directed.
Discretionary investigation
Under sub-section (1), the Central Government may order an investigation where it is of the opinion that one is necessary: on receipt of a report of the Registrar or inspector under section 208; on intimation of a special resolution passed by the company that its affairs ought to be investigated; or in public interest.
Investigation ordered by a court or the Tribunal
Under sub-section (2), where a court or the Tribunal passes an order in proceedings before it that the affairs of a company ought to be investigated, the Central Government shall order an investigation into the affairs of that company.
Appointment of inspectors
Under sub-section (3), the Central Government may appoint one or more persons as inspectors to investigate the affairs of the company and report in the manner it directs. Section 212 provides a separate route, without prejudice to section 210, for assigning investigations to the Serious Fraud Investigation Office.
Practical preparation
Identify the ground on which the order was made; note the inspectors appointed and the reporting manner directed; preserve books, papers and electronic records; for members seeking an investigation, consider the special-resolution route in clause (b) or a court or Tribunal order under sub-section (2).
Practical checklist
Do
- Read the investigation order closely for its ground and scope.
- Preserve all records from the date the order is received.
Avoid
- Do not assume a special resolution compels an investigation; the Central Government still forms its opinion under sub-section (1).
Illustrative example
Hypothetical: Tribunal directs an investigation
In an oppression and mismanagement case, the Tribunal orders that the company’s affairs ought to be investigated.
Order
The Tribunal’s order is communicated to the Central Government.
Duty
Sub-section (2) requires the Central Government to order an investigation.
Inspectors
Inspectors are appointed under sub-section (3) to investigate and report.
Outcome
- Unlike a request based on a special resolution, the Government has no discretion once the Tribunal makes such an order.
Glossary
- Special resolution
- A resolution of members passed by the majority required by the Act, used here to ask for an investigation.
- Public interest
- A ground on which the Central Government may order an investigation without a report or resolution.
Frequently asked questions
Can the company itself ask for an investigation?
Yes. The company may pass a special resolution that its affairs ought to be investigated and intimate it to the Central Government, which then decides under sub-section (1).
When is the Central Government bound to investigate?
When a court or the Tribunal passes an order in proceedings before it that the company’s affairs ought to be investigated.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026